HomeMy Public PortalAbout094-2012 - Finance - Chase Bank - Fire truckMASTER LEASE -PURCHASE AGREEMENT
Dated As of. NOVEMBER 14, 2012
Lessee; CITY OF RICHMOND
This Master Lease -Purchase Agreement together with all addenda, riders and attachments hereto, as the same may from time to time
be amended, modified or supplemented ("Master Lease") is made and entered by and between J'PMORGAN CHASE BANK, N.A.
("Lessor") and the lessee identified above ("Lessee").
1. LEASE OF EQUIPMENT. Subject 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 any one Schedule and this Master Lease as incorporated into said Schedule. (c)
"Equipment" means the property described in each Schedule, together with all attachments, additions, accessions, parts, repairs,
improvements, replacements 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 Lease ("Lease Term") commences on the first date any
of such Equipment is accepted by Lessee pursuant to Section 5 hereof or on the date specified in the Schedule for such Lease and,
unless 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, Lessee acknowledges that its obligation to pay Rent Payments including interest
therein accrues as of the Accrual Date stated in the Schedule or its Payment Schedule; provided, that no Rent Payment is due until
Lessee accepts the Equipment under the Lease or the parties execute an escrow agreement. Rent Payments will be payable for the
Lease Term in U.S. dollars, without notice or demand at the office of Lessor (or 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 charge 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 b, THE OBLIGATION TO PAY RENT PAYMENTS
UNDER EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL 1N ALL EVENTS AND SHALL NOT BE SUBJECT
TO ANY SETOFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER.
5. DELIVERY; ACCEPTANCE; FUNDING CONDITIONS.
5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the location specified in the
Schedule ("Location") by Equipment suppliers ("Suppliers") selected by Lessee. Lessee shall pay all costs related thereto.
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 pay or cause to be paid the costs of such Equipment as stated in the Schedule
("Purchase Price") to the applicable Supplier.
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Contract: #94-20I2
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: (a) 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 1986, 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 Lessor and is free and clear of any Liens (except Lessor's Liens); (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 satisfactory, 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 (UCC) 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 and information previously identified by Lessor or
otherwise reasonably requested by Lessor.
6. TERMINATION FOR GOVERNMENTAL NON -APPROPRIATIONS.
6.1 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
currently intends to make Rent Payments for the full Lease Term as scheduled in the applicable Payment Schedule if funds are
appropriated for the Rent Payments in each succeeding fiscal year by its governing body. Without contractually committing itself to
do so, Lessee reasonably believes that moneys in an amount sufficient to make all Rent Payments can and will lawfully be
appropriated therefor. Lessee directs the person in charge of its budget requests to include the Rent Payments payable during each
fiscal year in the budget request presented to Lessee's governing body for such fiscal year; provided, that Lessee's governing body
retains authority to approve or reject any such budget request. All Rent Payments shall be payable out of the general funds of Lessee
or out of other funds legally appropriated therefor. Lessor agrees that no Lease will be a general obligation of Lessee and no Lease
shall constitute a pledge of either the full faith and credit of Lessee or the taxing power of Lessee.
6.2 If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent Payments or other payments
due under a Lease and if other funds are not legally appropriated for such payments, then a "Non -Appropriation Event" shall be
deemed to have occurred. If a Non -Appropriation Event occurs, then: (a) Lessee shall give Lessor immediate notice of such Non -
Appropriation Event and provide written evidence of such failure by Lessee's governing body; (b) on the Return Date, Lessee shall
return to Lessor all, but not less than all, of the Equipment covered by the affected Lease; at Lessee's sole expense, in accordance with
Section 21 hereof; and (c) the affected Lease shall terminate on the Return Date without penalty to Lessee, provided, that Lessee shall
pay all Rent Payments and other amounts payable under the affected Lease for which funds have been appropriated, provided further,
that Lessee shall pay month -to -month rent at the rate set forth in the affected Lease for each month or part thereof that Lessee fails to
return the Equipment under this Section 6.2. "Return Date" means the last day of the fiscal year for which appropriations were made
for the Rent Payments due under a Lease.
7. LIMITATION ON WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, AS TO THE
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OF THE EQUIPMENT OR AS TO
THE VALUE, DESIGN, CONDITION, 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 famished 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 manufacturer or dealer of any Equipment and has no
liability for the delivery or installation of any Equipment, (c) Lessor assumes no obligation with respect to any 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,
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 a Lease, title to the Equipment shall vest in Lessee, 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 acquired) 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, UCC financing statements
and any amendments thereto.
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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 (c) comply with all laws and regulations relating to the
Equipment. If any Equipment is customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance
agreement by a party reasonably satisfactory to Lessor. No maintenance or other service for any Equipment will be provided by
Lessor. Lessee will not make any alterations, additions or improvements ("Improvements") to any Equipment without Lessor's prior
written consent unless the Improvements may be readily removed without damage to the operation, value or utility of such Equipment,
but any such Improvements not removed prior to the termination of the applicable Lease shall automatically become part of the
Equipment.
11. LOCATION; INSPECTION. Equipment will not be removed from, or if Equipment is rolling stock its permanent base will not
be changed from, the Location without Lessor's prior written consent which will not be unreasonably withheld. Upon reasonable
notice to Lessee, Lessor may enter the Location or elsewhere during normal business hours to inspect the Equipment.
12. LIENS, SUBLEASES AND TAXES.
12.1 Lessee shall keep all Equipment free and clear of all Liens except those Liens created under its Lease. Lessee shall not
sublet or lend any Equipment or permit it to be used by anyone other than Lessee or Lessee's employees.
12.2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any Equipment or its ownership,
lease, rental, sale, purchase, possession or use, upon any Lease or upon any Rent Payments or any other payments due under any
Lease. If Lessee fails to pay such Taxes when due, Lessor shall 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 governmental 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 fines 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
whatsoever ("Casualty Loss"). No Casualty Loss to any Equipment shall relieve Lessee 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 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 a 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 Liens (except Lessor's Liens), in which event such replacement equipment shall automatically be Equipment
under the applicable Lease, and deliver to Lessor true and complete copies of the invoice or bill of sale covering the replacement
equipment; or (b) on earlier of 60 days after the Casualty Loss or the next scheduled Rent Payment date (the "Loss Payment Due
Date"), pay Lessor (i) all amounts owed by Lessee under the applicable Lease, including the Rent Payments due on or accrued through
such date plus (ii) an amount equal to the Termination Value as of the Rent Payment date (or if the Casualty Loss payment is due
between Rent Payment dates, then as of the Rent Payment date preceding the date that the Casualty Loss payment is due) set forth in
the Payment Schedule to the applicable Lease plus (iii) a Break Funding Charge. 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 and a revised Payment Schedule. "Break Funding Charge"
means the sum of the differences between (i) each scheduled interest payment which would have been made on the Termination Value
if such Casualty Loss payment had not occurred and (ii) the corresponding fixed-rate interest payment which would be received under
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an interest rate swap which the Lender shall be deemed to have entered into as of the Loss Payment Due Date (the "Replacement
Swap") covering its payment obligations under an interest rate swap which the Lessor shall be deemed to have entered into when the
Lease was originally funded, with each such difference discounted to a present value as of the date of payment using the fixed interest
rate of the Replacement Swap as the applicable discount rate; the Lessee acknowledges that the Lessor might not fund or hedge its
fixed-rate loan portfolio or any prepayment thereof on a loan -by -loan basis at all times, and agrees that the foregoing is a reasonable
and appropriate method of calculating liquidated damages for any prepayment irrespective of whether any of the foregoing hedging
transactions have in fact occurred or occurred precisely as stated with respect to the Lease; all calculations and determinations by the
Lessor of the amounts payable pursuant to the preceding provisions or of any element thereof, if made in accordance with its then
standard procedures for so calculating or determining such amounts, shall be conclusive absent manifest arithmetic error.
13.4 Lessee shall bear the risk of loss for, shall pay directly, and shall defend Lessor against any and all claims, liabilities,
proceedings, actions, expenses (including reasonable attorney's fees), 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 bear 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 directly from the gross
negligence or willful misconduct of Lessor.
14. INSURANCE.
14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all Casualty Losses for an amount not
less than the Termination Value of the Equipment. Proceeds of any such insurance covering damage or loss of any Equipment shall be
payable to Lessor as lender loss payee. (b) Lessee at its sole expense shall at all times carry public liability and third party property
damage insurance in amounts reasonably satisfactory to Lessor protecting Lessee and Lessor from liabilities for injuries to persons and
damage to property of others relating in any way to any Equipment. Proceeds of any such public liability or property insurance shall
be payable first to Lessor as additional insured to the extent of its liability, and then to Lessee.
14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to Lessor satisfactory evidence of
required insurance coverage 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 policy and will require that Lessor's interests remain insured regardless
of any act, error, misrepresentation, omission or neglect of Lessee. The insurance maintained by Lessee shall be primary without any
right of contribution from insurance which may be maintained by Lessor.
15. NO PREPAYMENT. Lessee shall not be permitted to prepay the Rent Payments or any other obligation under a Lease in whole
or in part.
16. LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its Equipment, Lessee hereby
represents and warrants to Lessor that: (a) Lessee 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 appropriate findings and actions of Lessee's
governing body; (b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of
Lessee, enforceable in accordance with its terms; (c) the Lease is authorized under, and the authorization, execution and delivery of
the Lease complies with, all applicable federal, state and local laws 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 (f) Lessee is a state, or a political subdivision thereof, as 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
political subdivision thereof.
17. TAX COVENANTS.
17.1 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, and such compliance shall include, but not be limited to,
executing and filing Internal 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 act allow, any Lease
to be an "arbitrage bond" within the meaning of Section 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.
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17.2 Upon the occurrence of an Event of Taxability, the interest portion of any Rent Payment shall be at the Taxable Rate
retroactive to the date of occurrence of the Event of Taxability, and Lessee shall pay such additional amount as will result in Lessor
receiving the interest portion of the Taxable Rate identified in the Payment Schedule. For purposes of this section, "Event of
Taxability" means a determination that the interest portion of Rent Payments is included for federal income tax purposes in the gross
income of the Lessor due to Lessee's action or failure to take action, including breach of covenants set forth in section 17.1 hereof.
An Event of Taxability shall occur upon the earliest of (1) the happening of any event which may cause such Event of Taxability, or
(2) Lessor's payment to the applicable taxing authority of the tax increase resulting from such Event of Taxability, or (3) the
adjustment of Lessor's tax return to reflect such Event of Taxability, or (4) the date as of which the interest portion of the Rent
Payments is determined by the Internal revenue Service to be includable in the gross income of the Lessor for federal income tax
purposes.
18. ASSIGNMENT.
18.1 Lessee shall not assign, transfer, pledge, hypothecate, nor grant any Lien on, nor otherwise dispose of, any Lease or any
Equipment or any interest in any Lease or Equipment.
18.2 Lessor may assign its rights, title and interest in and to any Lease or any Equipment, and/or may grant or assign a
security interest in any Lease and its Equipment, in whole or in part, to any party at any time. Any such assignee or lienholder (an
"Assignee") shall have all of the rights of Lessor under the applicable Lease. 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
reassignment of any of Lessor's 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 JPMORGAN CHASE & CO. or any of its
direct or indirect subsidiaries. Lessee shall keep a complete and accurate record of all such assignments in the form necessary to
comply with Section 149(a) of the Code and for such purpose, Lessee hereby appoints Lessor (or Lessor's designee) as the book entry
and registration agent to keep a complete and accurate record of any and all assignments of any Lease. Lessee agrees to acknowledge
in writing any such assignments if so requested.
183 Each Assignee of a Lease hereby agrees that: (a) the term Secured Obligations as used in Section 8.3 hereof is hereby
amended to include and apply to all obligations of Lessee under the Assigned Leases and to exclude the obligations of Lessee under
any Non -Assigned Leases; (b) said Assignee sball have no Lien on, nor any claim to, nor any interest of any kind in, any Non -
Assigned Lease or any Equipment covered by any Non -Assigned Lease; 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. "Assigned Leases" means only those Leases which have been assigned to a single 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.
19. EVENTS OF DEFAULT. For each Lease, "Event of Default" means the occurrence of any one 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 respect 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 substantial 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 Leases and
all remaining Rent Payments due under all Leases during the fiscal year in effect when the Event of Default occurs together with
interest on such amounts at the rate of twelve percent (12%) per annum (but not to exceed the highest rate permitted by applicable
law) from the date of Lessor's demand for such payment;
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(b) Lessor may require Lessee to promptly return all Equipment under all or any of the Leases to Lessor in the manner set
forth in Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter upon the premises
where any Equipment is located and repossess any Equipment without demand or notice, without any court order or other process of
law and without liability for any damage occasioned by such repossession;
(c) Lessor may sell, lease or otherwise dispose of any Equipment under all or any of the Leases, 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 if the net proceeds of the disposition of all the Equipment exceeds the
applicable Termination Value of all the Schedules plus the amounts payable by Lessee under clause (a) above of this Section and
under clause (f) below of this Section, then such excess amount shall be remitted by Lessor to Lessee;
(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 entitled under the provisions of any Lease, including any termination thereof pursuant
to Sections 6 or 20 of this Master Lease, to obtain possession of any Equipment or if Lessee is obligated at any time to return 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 return 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
Liens (except Lessor's Lien) and shall comply with all applicable laws and regulations. Until Equipment is returned as required above,
all terms of the applicable Lease shall remain in full force and effect including, without limitation, obligations to pay Rent Payments
and to insure the Equipment. Lessee agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence
the transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of Lessee's interest in such
Equipment.
22. LAW GOVERNING. Each Lease shall be governed by the laws of the state where Lessee is located (the "State").
23. NOTICES. Any notices and demands under or related to this document shall be in writing and delivered to the intended party at
its address stated herein (if to Lessor 1111 Polaris Parkway, Suite 3A — OHI-1085, Columbus, Ohio 43240-2050, to the attention of
the GNPH Operations Manager). Notice shall be deemed sufficiently given or made (a) upon receipt if delivered by hand, (b) on the
Delivery Day after the day of deposit with a nationally recognized courier service, (c) on the third Delivery Day after the day of
deposit in the United States mail, sent certified, postage prepaid with return receipt requested, and (d) only if to Lessee, on the third
Delivery Day after the notice is deposited in the United States mail, postage prepaid. "Delivery Day" means a day other than a
Saturday, a Sunday, or any other day on which national banking associations are authorized to be closed. Any party may change its
address for the purposes of the receipt of notices and demands by giving notice of such change in the manner provided in this
provision.
24. FINANCIAL INFORMATION. Lessee agrees to furnish to Lessor annual audited financial statements of Lessee within 190 days
of the end of each fiscal year of Lessee. Additionally, Lessee agrees to provide additional information as reasonably requested by
Lessor.
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.
26. 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. If more than one counterpart of each Schedule is
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executed by Lessee and Lessor, then only one may be marked "Lessor's Original" by Lessor. A security interest in any Schedule may
be created through transfer and possession only of. the sole original of said Schedule if there is only one original; or the counterpart
marked "Lessors Original" if there are multiple counterparts of said Schedule.
27. ENTIRE AGREEMENT; WRITTEN AMENDMENTS. Each Lease, together with the exhibits, schedules and addenda
attached thereto and made a part hereof and other attachments thereto 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 Lessor. Any provision of any Lease found to be prohibited by law shall be ineffective to the extent of
such prohibition without invalidating the remainder of the Lease.
JURY WAIVER: ALL PARTIES TO THIS MASTER LEASE WAIVE ALL RIGHTS TO TRIAL, BY .JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY
MATTER WHATSOEVER ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS
MASTER LEASE AND ANY LEASE.
CITY OF RICHMOND
(Lessee)
By: jdnwi�l dun
Title: C.r;'], k4
Richmond IN ML 11.14.12
.JPMORGAN CHASE BANK. N.A.
(Lessor)
By: :�"!k I a aitck---
Title: Authorized Officer
CHASE
LEASE SCHEDULE
Dated as of: NOVEMBER 14, 2012
Lease No.: 1000137026
This Lease Schedule, together with its Pa ent Schedule is attached and made a part of the Master Lease -Purchase Agreement
described below ("Master Lease") between the Lessee and Lessor named below. All terms and conditions of the Master Lease are
incorporated herein by reference. Unless otherwise defined herein, capitalized terms defined in the Master Lease will have the same
meaning when used herein.
Master Lease -Purchase Agreement dated November 14, 2012.
A. EQUIPMENT DESCRIBED: The Equipment includes all of the property described on Schedule A-1 attached hereto and made
a part hereof
B. EQUIPMENT LOCATION: See Attached Schedule A-1
C. ACCEPTANCE OF EQUIPMENT: AS BETWEEN LESSEE 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: Lessee represents and agrees that the use of the Equipment is essential
to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its citizens and the Equipment
will be used by Lessee only for the purpose of performing its governmental or proprietary functions consistent with the
permissible scope of its authority. Lessee currently intends for the full Lease Term: to use the Equipment; to continue this Lease;
and to make Rental Payments if funds are appropriated in each fiscal year by its governing body.
E. RENTAL PAYMENTS; LEASE TERM: The Rental Payments to be paid by Lessee to Lessor, the interest rate at which the
interest portion of the Rental Payments is calculated, the Taxable Rate, the commencement date and the Lease Term of this Lease
Schedule are each set forth on the Payment Schedule attached to this Lease Schedule.
F. RE -AFFIRMATION OF THE MASTER LEASE: Lessee hereby re -affirms all of its representations, warranties and
obligations under the Master Lease (including, without limitation, its obligation to pay all Rental Payments, its disclaimers in
Section 7 thereof and its representations in Sections 6.1 and 16 thereof).
Equipment/Escrow Acceptance Date: �D1f. �� 120 1
CITY OF RICHMOND
(Lessee)
By: jN_,W� Ajw�_,
Title: 0 LIM U'Niyl r
dPMORGAN CHASE BANK, N.A.
(Lessor))
By: ! 1�
Title: Authorized Officer
Page 1 of 1
SCHEDULE A-1
Equipment Description
Lease Schedule No. 1000137026 dated November 14, 2012
The Equipment described below includes all attachments, additions, accessions, parts, repairs, improvements,
replacements and substitutions thereto.
Equipment Location:
50 NORTH FIFTH STREET
RICHMOND, IN 47374
Equipment Description:
One (1) 2013 ME -Mid Mount 100' Aerial Ladder/Platform Fire Truck
VIN# 1K9AFP82DN058455
Expected Equipment Purchase Price $982,085.00
Lessee Portion $675,000.00
Net Amount Financed $307,085.00
This Schedule A-1 is attached to the Lease Schedule or a Receipt Certificate/Payment Request relating to the Lease
Schedule.
CITY OF RICHMOND JPMORGAN CHASE BANK, N.A.
(Lessee) (Lessor) 9 By.(JaBy:JA , 4Vt.2_-
Title: l 6 IY Ci Title: Authorized Officer
PAYMENT SCHEDULE
This Payment Schedule is attached and made a part of the Lease Schedule identified below which is part of the
Master Lease -Purchase Agreement identified therein, all of which are between the Lessee and Lessor named below.
Lease Schedule No. 1000137026 Dated NOVEMBER 14, 2012
Accrual Date: NOVEMBER 16, 2012
Amount Financed: $307,085.00
Interest Rate: 1.8300% per annum
Taxable Rate: 2.9560% per annum
Rent
Rent
Rent
Interest
Principal
Termination
Number
Date
Payment
Portion
Portion
Value
1
3/30/2013
$79,409.27
$2,091.76
$77,317.51
$229,767.49
2
3/30/2014
$79,409.27
$4,204.74
$75,204.53
$154,562.96
3
3/30/2015
$79,409.27
$2,828.50
$76,580.77
$77,982.19
4
3/30/2016
$79,409.27
$1,427.08
$77,982.19
$0.00
Total
$317,637.08
$10,552.08
$307,085.00
CITY OF RICHMOND
(Lessee)
By:
Title:
1�
JPMORGAN CHASE BANK N.A.
(Lessor)
By: Y A, /Jaiz�
Title: Authorized Officer
CHASE
PREPAYMENT SCHEDULE ADDENDUM
(Break Funding Premium)
Dated: NOVEMBER 14, 2012
Lease Schedule No: 1000137026
Lessee: CITY OF RICHMOND
Reference is made to the above Lease Schedule ("Schedule") and to the Master Lease -Purchase Agreement ("Master Lease")
identified in the Schedule, which are by and between JPMORGAN CHASE BANK, N.A. ("Lessor") and the above lessee
("Lessee"). As used herein: "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master Lease relates
to the Schedule. This Schedule Addendum amends and supplements the terms and conditions of the Lease. Unless otherwise defined
herein, capitalized terms defined in the Lease shall have the same meaning when used herein. Solely for purposes of the Schedule,
Lessor and Lessee agree as follows:
Notwithstanding anything to the contrary in the Lease (including, without limitation, Section 15 of the Master Lease as it relates
to the Schedule), Lessee and Lessor agree that so long as no Event of Default has occurred and continues under the Lease and so
long as Lessee gives Lessor at least 20 days prior written notice (the "Notice Period"), Lessee may elect to prepay its obligations
under the Schedule by paying to Lessor on the Rent Payment due date (a "Prepayment Date") following the Notice Period the
total of the following (the "Prepayment Amount"): (a) all accrued Rent Payments, interest, taxes, late charges and other amounts
then due and payable under the Lease; plus (b) the remaining principal balance payable by Lessee under the Schedule as of said
Prepayment Date.
In addition to the prepayment amounts required by paragraph 1 above, Lessee shall also pay to Lessor a break funding charge
equal to the sum of the differences between (i) each schedule interest payment which would have been made on the prepaid
amount if such prepayment had not occurred and (ii) the corresponding fixed-rate interest payment which would be received
under an interest rate swap which the Lessor shall deemed to have entered into as of the Prepayment Date (the "Replacement
Swap") covering its payment obligations under an interest rate swap which the Lessor shall deemed to have entered into when the
prepaid amount was originally funded, with each such difference discounted to a present value as of the date of prepayment using
the fixed interest rate of the Replacement Swap as the applicable discount rate; the Lessee acknowledges that the Lessor might not
fund or hedge its fixed-rate loan portfolio or any prepayment thereof on a loan -by -loan basis at all times, and agrees that the
foregoing is a reasonable and appropriate method of calculating liquidated damages for any prepayment irrespective of whether
any of the foregoing hedging transactions have in fact occurred or occurred precisely as stated with respect to the loan evidenced
by this Lease; all calculations and determinations by the Lessor of the amounts payable pursuant to the preceding provisions or of
any element thereof, if made in accordance with its then standard procedures for so calculating or determining such amounts, shall
be conclusive absent manifest arithmetic error.
3. The prepayment or early purchase option rights granted herein shall control in the event of any conflict between the provisions of
this Addendum and the Master Lease as it relates to the Schedule. Except as expressly amended or supplemented by this
Addendum and other instruments signed by Lessor and Lessee, the Lease remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first written above.
CITY OF RICHMOND
(Lessee)
By: f
Title: I
JPMORGAN CHASE BANK, N.A.
(Lessor)
}/�
By: 1 / l _ kfiaiv,
Title: Authorized Officer
Page 1 of 1
CHASEO
VEHICLE SCHEDULE ADDENDUM
Dated As of: NOVEMBER 14, 2012
Lease Schedule No: 1000137026
Lessee: CITY OF RICHMOND
Reference is made to the above Lease Schedule ("Schedule") to the Master Lease -Purchase Agreement identified in the Schedule
("Master Lease") by and between JPMORGAN CHASE BANK, N.A. ("Lessor") and the above lessee ("Lessee"). This Addendum
amends and modifies the terms and conditions of the Schedule and is hereby made a part of the Schedule. Unless otherwise defined
herein, capitalized terms defined in the Master Lease shall have the same meaning when used herein.
NOW, THEREFORE, as part of the valuable consideration to induce the execution of the Schedule, Lessor and Lessee hereby agree to
amend the Schedule as follows:
1. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under applicable State law, then the
following provisions shall also apply to the Schedule:
(a) each manufacturer's statement of origin and certificate of title shall state that Lessor has the first and sole lien on or security
interest in such unit of Equipment;
(b) the public liability insurance required by the terms of clauses (b) of Section 14.1 of the Master Lease shall be in an amount
not less than $1,000,000.00 combined single limit per unit per occurrence. Physical damage should not be less than the
replacement cost coverage for the equipment identified on the Schedule A-1;
(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.
CITY OF RICHMOND
(Lessee)
By: Jq - myyu
Title:
JPMORGAN CHASE BANK, N.A.
(LessTnjda
By: A -
Title: Authorized Officer
BOARD OF PUBLIC WORKS AND SAFETY
CITY OF RICHMOND, INDIANA
RESOLUTION NO. 14-2012
A RESOLUTION APPROVING FIRE TRUCK LEASE AGREEMENT
WHEREAS, The City of Richmond is a political subdivision of the State of Indiana ("State") and is duly
organized and existing pursuant to the constitution and laws of the State; and
WHEREAS, Pursuant to applicable law, the Board of Public Works and Safety, as the executive governing
body of the City of Richmond, is authorized to acquire, dispose of and encumber real and
personal property, including, without Iimitation, rights and interests in property, leases and
easements necessary to the functions or operations of the City; and
WHEREAS, On June 28, 2012, the Board of Public Works and Safety awarded a bid to KME Kovatch for the
purchase of a KME Ladder Fire Truck (see also Contract No. 88-2012 approved on July 19,
2012) and additionally awarded a bid for the partial finance of the purchase to Chase Finance
Equipment; and
WHEREAS, The Board of Public Works and Safety finds and determines that the execution of a lease -
purchase agreement ("Equipment Lease") in the principal amount not exceeding Three Hundred
Seven Thousand and Eighty-five Dollars and Zero Cents ($307,085.00) ("Principle Amount") for
the purpose of acquiring and partially financing the KME Ladder Fire Truck is appropriate and
necessary to the functions and operations of the City of Richmond and the Richmond Fire
Department; and
WHEREAS, JP Morgan Chase Bank, N.A. ("Lessor") is expected to act as the lessor under the Equipment
Lease as previously approved by the Board of Public Works and Safety; and
WHEREAS, It is in the best interest of the City to authorize Sally Hutton, as Mayor, Vicki Robinson, as
President of the Board of Public Works and Safety and/or Tammy Glenn, as Financial Controller
of the City of Richmond (each an "Authorized Representative") to execute and deliver a certain
Master -Lease Purchase Agreement to JP Morgan Chase Bank (to be designated as Contract No.
94-2012) and such other documents relating to said Lease Agreement, and to authorize the
performance of said Lease Agreement in order that the City may fulfill its obligations under said
Lease Agreement.
NOW, THEREFORE, BE IT RESOLVED by the Board of Public Works and Safety of the City of Richmond,
Indiana, as follows:
SECTION 1. Either Sally Hutton, as Mayor, Vicki Robinson, as President of the Board of Public Works and
Safety and/or Tammy Glenn, as Financial Controller of the City of Richmond (each an "Authorized
Representative"), acting on behalf of the City of Richmond as Lessee is hereby authorized to negotiate, enter into,
execute, and deliver the Equipment Lease in substantially the fonn set forth in the attached Exhibit A (which
document is available for public inspection at the office of the City Controller). Each Authorized Representative
acting on behalf of the City of Richmond as Lessee is hereby authorized to negotiate, enter into, execute, and
deliver such other documents relating to the Equipment Lease (including, but not limited to, escrow agreements)
as the Authorized Representative deems necessary and appropriate (which documents will be designated as
Contract No. 94-2012 for tracking purposes). All other related contracts and agreements necessary and incidental
to the Equipment Leases are herby authorized and may also be signed as necessary by the Authorized
Representatives.
SECTION 2. By a written instrument signed by any Authorized Representative, said Authorized Representative
may designate specifically identified officers or employees of the City of Richmond as Lessee to execute and
deliver agreements and documents relating to the Equipment Leases on behalf of the City of Richmond as Lessee.
SECTION 3. The aggregate original principal amount of the Equipment Leases shall not exceed the Principal
Amount and shall bear interest as set forth in the Equipment Leases and the Equipment Leases shall contain such
options to purchase by the Lessee as set forth therein.
SECTION 4. The City of Richmond's obligations under the Equipment Leases shall be subject to annual
appropriations by the Legislative Body or renewal by the Governing Body as set forth in each Equipment Lease
and the City of Richmond's obligations under the Equipment Leases shall not constitute a general obligations of
the City of Richmond as Lessee or indebtedness under the Constitution or laws of the State.
SECTION 5. This Resolution does not bind the City of Richmond as Lessee to make any expenditure, incur
any indebtedness, or proceed with the purchase of the Property.
SECTION 6. This Resolution shall take effect immediately upon its adoption and approval.
ADOPTED AND APPROVED Y THE BOARD OF PUBLIC WORKS AND SAFETY OF THE CITY OF
RICHMOND on this Y day o 012.
Vicki Robinson, President
Dian Lawson, Member
Pt I 4F-.-.
107
APPROVED:
Sally Huttor1mayor
The undersigned Deputy Clerk of the Board of Public Works and Safety for the City of Richmond hereby certifies
and attests that the undersigned has access to the official records said Board, that the foregoing resolution was
duly adopted by said Board at a meeting of said Board and that such resolution has not been amended or altered
and is in f force and effect on the date stated above.
of the Board of Works
CHASEO
CERTIFICATE OF INCUMBENCY
Dated: NOVEMBER 14, 2012
Lease Schedule No:1000137026
Lessee: CITY OF RICHMOND
I, the undersigned Secretary/Clerk identified below, do hereby certify that I am the duly elected or appointed and acting
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
elected or appointed officers of the Lessee holding the offices set forth opposite their respective names.
[NOTE: Use same titles as Auth nzcd Represent tives stated in Resolutions.]
IL
1 � t�flSM 5
Name Title Signature
m dean t� �-rd
Name Title Signature
IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such Lessee as of the date set forth below.
Signature of Secretary/C rk of Lessee
Print Name:
Official Title:
Date:
NOTE: In case the Secretary/Clerk is also the authorized representative that executes a Lease -Purchase Agreement / documents by the
above incumbency, this certificate must also be signed by a second officer.
Print Name:
Title:
Signature:
CITY OF RICHMOND
DEPARTMENT OF LAW
50 NORTH FIFTH STREET RICHMOND, INDIANA 47374
PHONE (765) 983-7220 FAX (765) 962-7365
Date: NOVEMBER 14, 2012
Lessee: CITY OF RICHMOND
Lessor: JPMORGAN CHASE BANK, N.A.
SARAH L. HUTTON
Mayor
WALTER S. CHIDESTER
City Attorney
KIMBERLY A. VESSELS
Assistant City Attorney
Re: Lease Schedule No. I000137026 dated November 14, 2012, together with its Master Lease -Purchase Agreement
dated as of November 14, 2012 by and between the above -named Lessee and the above -named Lessor.
Sir/Madam:
I have acted as counsel to Lessee with respect to the Lease Schedule and its Addenda, the Master Lease -Purchase Agreement
and its Addenda, and all other agreements described above or related thereto (collectively, the "Agreements") and various
related matters, and in this capacity have reviewed a duplicate original or certified copy of the Agreements and such other
documents as I have deemed necessary for the purposes of this opinion.
Based upon the examination of such documents, it is my opinion that:
1. Lessee is a political subdivision of the State of Indiana (the "State") duly organized, existing and operating under
the Constitution and laws of the State.
2. Lessee is authorized and has power under State law to enter into all of the Agreements, and to carry out its
obligations thereunder and the transactions contemplated thereby.
3. The Agreements and all other documents related thereto have been duly authorized, approved and executed by and
on behalf of Lessee, and each of the Agreements is a valid and binding contract of Lessee enforceable in
accordance with its terms, except to the extent limited by State and Federal laws affecting creditor's remedies and
by bankruptcy, reorganization or other laws of general application relating to 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 Federal
laws (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 governmental body, that challenges: the organization or existence of Lessee; the authority of its officers; the
proper authorization, approval and execution of any of the Agreements 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 Internal 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,
Y---
`� CA_
Kimberly A. Vessels
Assistant City Attorney
KAV/
1
GIbN
Form 8038-G
(Rev. September 2011)
Department of the Treasi
Internal Revenue Service
Information Return for Tax -Exempt Governmental Obligations
l► Under Internal Revenue Code section 149(e) OMB No. 1545-0720
lSee separate instructions.
Caution: If the issue price is under$100,000, use Form 8038-GC.
If Amended Return, check here ►
1 Issuer's name
2 Issuer's employer identification number (EIN)
CITY OF RICHMOND
35-6001174
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions)
3b Telephone number of other person shown on 3a
4 Number and street (or P.O, box if mail is not delivered to street address)
Roam/suite
5 Report number (For IRS Use Only)
50 NORTH 5TH STREET
6 City, town, or post office, state, and ZIP code
7 Date of issue
RICHMOND, INDIANA 47374
11-16-12
8 Name of issue
9 CUSIP number
LEASE SCHEDULE NO. 1000137026
10a Name and title of officer or other employee of the issuer whom the IRS may cats for more information (see
10b Telephone number of officer or other
instructions)
employee shown on 10a
1111111-911111le-..........t 1..... ... l.,_+. +k— io , ,n —i—I Caa tha inctri irtinna nnri attach Cfnhndi IIP.
11
Education . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
11
12
12
Health and hospital . . . . . . . . . . . . . . . . . .
. . . . . .
13
13
Transportation . . . . . ... . . . . . . . . . . . . . . .
. . . . . .
14
14
Public safety . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
15
15
Environment (including sewage bonds) . . . . . . . . . . . . . .
. . . . . .
16
16
Housing
17
17
Utilities . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
18
307,085
00
18
Other. Describe ► AERIAL LADDERIPLATFORM FIRE TRUCK
19 If obligations are TANS or RANs, check only box 19a . . . . . . . . . . . . ► ❑
If obligations are BANS, check only box 19b . . . . . . . . . . .
. . . . ► ❑
20
If obligations are in the form of a lease or installment sale, check box . . . .
. . . . ► 0
Description of Obligations. Complete for the entire issue for which this form is being filed.
(a) Final maturity date (b) Issue price
(c) Stated redemption
price at maturity
(d) Weighted
average maturity
le) Yield
21
3130116 $ 307,085.001
$ 0.00
Vpprq
1.83 %
0rillr
Uses oT Proceeds of bona Issue tlncluuing urruerwrrrcra uiauvulry
22
23
24
25
26
Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . .
Issue price of entire issue (enter amount from line 21, column (b)) . . . . .
Proceeds used for bond issuance costs (including underwriters' discount) . 24
Proceeds used for credit enhancement . . . . . . . . . . . . 25
Proceeds allocated to reasonably required reserve or replacement fund . 26
22
23
307,085
00
27
28
29
30
Proceeds used to currently refund prior issues . . . . . . . . . 27
Proceeds used to advance refund prior issues . . . . . . 28
Total (add lines 24 through 28) . . . . . . ... . . . . . . . . . . . .
Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) .
29
30
307,085
00
LIMDescription
of Refunded Bonds. Complete this part only for refunding bonds.
31
32
33
Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ►
Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ►
Enter the last date on which the refunded bonds will be called (MMIDD/YYYY) . . . . . . ►
MIA years
NIA years
N/A
34
Enter the dates) the refunded bonds were issued ► {IwvilDD/Yyyy)
For Paperwork Reduction Act Notice, see separate instructions. cat. No. 63773s
Form 8038-G (Rev. 9-2011)
Form 8038-G (Rev. 9-2011) Page 2
OTTM Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC) (see instructions) . . . . . . . . . . . . . . . . . . . . . . . 36a
b Enter the final maturity date of the GIC ► NIA
c Enter the name of the GIC provider ►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . . . . . . . . . 1 37
38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the following information:
b
Enter the date of the master pool obligation ►
c
Enter the EIN of the issuer of the master pool obligation ►
d
Enter the name of the issuer of the master pool obligation ►
39
If the issuer has designated the issue under section 265(b)(3)(8)(i)(III) (small issuer exception), check box . . .
. ► ❑
40
If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . .
. ► ❑
41a
If the issuer has identified a hedge, check here ► ❑ and enter the following information:
b
Name of hedge provider►
c
Type of hedge ►
d
Term of hedge ►
42
If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . .
. ► ❑
43
If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations (see instructions), check box . . . . . . .
. ► ❑
44
If the issuer has established written procedures to monitor the requirements of section 148, check box . . . .
► ❑
45a
If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount
of reimbursement . . . . . . . . . ►
b
Enter the date the official intent was adopted ►
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
Signature and belief, they are true, correct, and complete. E further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to
and pro s return, to the person that t uthorized above.
Consent �'/ TAMMY GLENN, CITY CONTROLLER
`Signature of issuer's auth ' ed representative Date ' Type or print name and title
Paid Print/Type preparer's name Preparer'ssignature Date Check ❑ ifTPT-INself-employe
Preparer
Firrn's name ► Firm's ElN ►
Use Only Phone no.
Firm'a address ►
Form 8038-G (Rev. 9-2011)
CHASE0
LEASE -PURCHASE (TITLE VEHICLE) INSURANCE REQUEST LETTER
PUBLIC SECTOR
November 6, 2012
AGENT �_U /�,�PP _
ADDRESS &I ?tQa6&JVP0jA 1��KwyiSuh lea
CITY/ST/ZIP ZkA 1,hi) [• 5H �V L4� 920
PHONE#: 3 ! 74 3 ~3S3a
FAX#: 31-7 - 8 s 3 -3 53-3
Dear Agent:
JPMORGAN CHASE BANK, N.A. (the 'Bank") requires proof of acceptable insurance coverage before the transaction can close.
The requirements identified below must stay in full effect throughout the term of the transaction.
I. The certificate of insurance must be issued directly to JPMorgan Chase Bank, N.A. and shall be issued by a company having an
A.M. Best Rating of at least A- with a Financial Size Category of at least VIII.
2. The certificate of insurance must be executed.
3. The insurance must be primary and without right of contribution and any insurance maintained by the Bank or any other
additional insured or loss payee will be in excess and non-contributory.
4. Policies must include a Waiver of Subrogation in favor of "JPMorgan Chase Bank, N.A., its parent and affiliates, successors or
assigns".
5. Policies must include a Severability of Interest and Cross -Liability clause.
6. Policies must include a thirty (30) day prior written Notice of Cancellation to the Certificate Holder/Additional Insured. Such
notice must be directed by certified mail to: JPMorgan Chase Bank, N.A., 1 I11 Polaris Parkway, Suite A3, Columbus, Ohio
43240, Attn: Insurance Dept.
7. PHYSICAL DAMAGE
a. Replacement cost coverage for the equipment identified on the attached Schedule A-1, which is estimated to be
$307,085.00.
b. UPMorgan Chase Bank, N.A., its parent and affiliates, successors or assigns" shall be named as Loss Payee.
8. LIABILITY
a. Auto liability coverage must be provided in the amount of $1,000,000.00.
b. "JPMorgan Chase Bank, N.A., its parent and affiliates, successors or assigns" shall be named as Additional Insured.
Please immediately send proof of the above insurance requirements VIA FACSIMILE TRANSMITTAL 866-276-4068.
Sincerely,
CITY O RICHMOND
By:
KOVATCH MOBILE EQUIPMENT CORP.
One Industrial Complex
1CM17= Nesquehoning, PA 18240
(570) 669-9461 (Phone)
K O M-ATC (570) 669-9966 (Fax)
www,kovatch.com URL
INVOICE
City of Richmond
ATTN: Accounts Payable
50 North 51t, Street
Richmond, IN 47374
Date: October 24, 2012
INVOICE # 10242012
Salesperson: Donley Safety-
Cindy VanGordon
Job: GSO 8580
Delivery Terms
Payment Terms: Net
S/E: Mark Boyle
PO#S051969
Sty
Description
Unit Price
Une Total
1
KME - Mid Mount IOD'Aerial Ladder/ Platform Fire Truck
307,086.00
VIN# IK9AF6482DN058455 / Model Year: 2013
Subtotal
307,086.00
Advance
Payment
Total
$307,085.00
Make all checks payable to KME Eire Apparatus
Thank you for your business!
KNIE FIRE APPARATUS
DATE
INVOICE NO
11J7/2012
VEHICLE IDENTITICATION NO
YEAR MAKE
1K9AF6482DNO58455
2013 KME
EODYTYPE
SHIPPING WEIGHT
FIRETRUCK
70,560
H,P IS A.E.) G.V.W R
NO GYLS, SERIES OR MODEL
475 81,000
6 100' MIDMOUNT PLATFORM
I the undersigned authorized ropresentative of the company, firm or corporation named below, hereby cer-
tify that the new vehicle described above is the property of the said company, firm or corporation and is
transferred On the above date and under the Invoice Number indicated to the following distributor or denier.
NAME OF DISTRIBUTOR, DEALER, ETC.
KOVATCH MOBILE EQUIPMENT CORPORATION
ONE INDUSTRIAL COMPLEX
NESQUEHONING, PA 18240
It is further certified that this was the first transfer of such new vehicle in ordinary trade and commerce,
KOVATCH MOBILE EQUIPMENT CORD
(SIGEOFAUYHORIZED KEPI -rye !ATWE) (AGENT)
E 3 NESQUEHON.ING, PR_18240
CITY - STATE
CITY OF RICHMOND
50 NORTH 51.11 STRUT; IN 47374
_RICHMOND
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=orm
W-9
Request for Taxpayer
Give Form to the
Rev. December20'ii)
Re v. Dec
identification Number and Certification
regUBSter. Do not
send to the IRS.
]e tof the Treasury
nternal
Revenue Service
Name (as shown on your income tax return)
CITY OF RICHMOND
Business name/disregarded entity name, if different from above
N
N
Check appropriate box for federal tax classification:
or
ElIndividual/sole proprietor ❑ C Corporation El corporation ❑ Partnership El Trust/estate
n
ao
❑ Exempt payee
o
❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ►
----------------
e`
Q
Other (see instructions) ► GOVERNMENT ENTITY
iu0
Address (number, street, and apt. or suite no.)
Requester's name and address (optional)
a
50 NORTH FIFTH ST
City, state, and ZIP code
W
RICHMOND, INDIANA 47374
List account number(s) here (optional)
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line
avoid backup withholding. For individuals, this is your social security number However, for a
re - m -
resident alien, sole proprietor, or disregarded entity, see the Part l instructions onn page 3. For other
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN on page 3.
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer identification number
number to enter.
3 5— 6 1 Q 1 0 1 1 1 1 1 7 1 4
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding, and
3. 1 am a U.S. citizen or other U.S. person (defined below).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage
interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and
generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the
instructions on page 4. „ „ A
General Instructions
Section references are to the Internal Revenue Code unless otherwise
noted.
Purpose of Form
A person who is required to file an information return with the IRS must
obtain your correct taxpayer identification number (TIN) to report, for
example, income paid to you, real estate transactions, mortgage interest
you paid, acquisition or abandonment of secured property, cancellation
of debt, or contributions you made to an IRA.
Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN to the person requesting it (the
requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are waiting for a
number to be issued),
2. Certify that you are not subject to backup withholding, or
Note. if a requester gives you a form other than Form W-9 to request
your TIN, you must use the requester's form if it is substantially similar
to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person if you are:
• An individual who is a U.S. citizen or U.S. resident alien,
• A partnership, corporation, company, or association created or
organized in the United States or under the laws of the United States,
• An estate (other than a foreign estate), or
• A domestic trust (as defined in Regulations section 301.7701-7).
Special rules for partnerships. Partnerships that conduct a trade or
business in the United States are generally required to pay a withholding
tax on any foreign partners' share of income from such business.
Further, in certain cases where a Form W-9 has not been received, a
partnership is required to presume that a partner is a foreign person,
and pay the withholding tax. Therefore, if you are a U.S. person that is a
rt
Iartnersh) conducting a trade or business in the United
3. Claim exemption from backup withholding if you are a U.S. exempt pa ner n a p p
payee. If applicable, you are also certifying that as a U.S. person, your States, provide Form W-9 to the partnership to establish your U.S.
allocable share of any partnership income from a U.S. trade or business status and avoid withholding on your share of partnership income.
is not subject to the withholding tax on foreign partners' share of
effectively connected income.
Gat. No. 10231X Farm w-9 (Rev. 12-2011)