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HomeMy WebLinkAbout1999-02-01-R Lease#T99046 SCHEDULE A-3 RESOLUTION OF GOVERNING BODY; EXTRACT OF MINUTES Lessee: City of Batesville Date of Agreement: February 5, 1999 At a duly called meeting of the governing body of Lessee (as defined in the Agreement) held on the 9th day of February , 1999 the following resolution was introduced and adopted. RESOLVED, whereas the governing body of Lessee has determined that a true and very real need exists for the acquisition of the Equipment described in the Rental Agreement presented to this meeting; and WHEREAS, the governing body of Lessee has taken the necessary steps, including any legal bidding requirements, under applicable law to arrange for the acquisition of such Equipment. BE IT RESOLVED, by the governing body of Lessee that the Rental Agreement substantially in the form presented to this meeting is in the best interests of Lessee for the acquisition of such Equipment, and the goveming body of Lessee designates and confirms the following persons to execute and deliver, and to witness (or attest), respectively, the Rental Agreement, with such changes thereto as such persons deem appropriate, and any related documents necessary to the consummation of the transactions contemplated by the Rental Agreement: Joe M. Biard Mayor (Name of Party to Execute Rental Agreement) (Title) Denise M. Johnston Cit V Clerk (Name of Party to Witness Rental Agreement) (Title) The undersigned further certifies that the above resolution has not been repealed or amended and remains in full force and effect and further certifies that the above and foregoing Rental Agreement is the same as presented at said meeting of the governing body of Lessee. ll -- Secretaryy/}Cler Seal: - y Date r 'ABN-AMRO . ABN ANTRO Incorporated 1675 Broadway, Suite 850 Denver,Colorado 80202-4629 (303)534-7500 (800)825-7505 FAX: (303) 534-5550 February 8, 1999 Mayor Joe Bard City of Batesville 500 Main Street Batesville, Arkansas 72501 At the request of Barry Kellerman I have enclosed our Rental Agreement for the financing of one (1) front loader truck. The documentation may look complicated, however, it has been made as simple as possible given the legal requirements to be met in order for ABN AMRO Incorporated ("AAI") to provide this financing. Please feel free to call for assistance at any time; we provide a toll free number for your convenience. For AAI to provide a timely funding for this transaction,we request the following: 1. Three years audited financial statements (please include entire credit as well as notes to the financial statements), unaudited financial statements for the most recent fiscal year if audited statements are not available, and a budget summary for the current fiscal year. Please send the financial statements as soon as possible in order for AAI to complete its credit analysis. 2. The Rental Agreement requires signature by the authorized individual with the signature witnessed and attested. Please supply printed names, titles and dates for both the authorized signator and the person witnessing/countersigning the signature. These names should be the same as those listed in Section 1 on Schedule A- A-3, Resolution of Governing Body; Extract of Minutes and on Schedule A-4, Certificate of Lessee. 3. The Rental Agreement sets forth the list of closing documents required to complete this transaction: (a) Schedule A, Equipment Description and Location - verify the equipment description; supply serial numbers, if available; complete the physical location of the equipment; complete dates of Fiscal period; and execute at the bottom. (b) Schedule A, Rental Payment Schedule - verify the payment amount as accurate and execute at the bottom. We understand the final equipment price is subject to change. Please notify us immediately of any change orders so this may be reflected on the Payment Schedule. (c) Schedule A-1,Acceptance Certificate - should be retained by Lessee until ALL of the equipment has been receivec, 'nspected and approved for acceptance by you. (d) Schedule A-2, Opinion of Lessee's Counsel -This should be provided on your attorney's letterhead using the format provided. Please urge your attorney to call us with any questions or comments. The legal opinion should be returned to ABN AMRO Chicago Corporation; 1675 Broadway, Suite 850; Denver, Colorado 80202. (e) Schedule A-3, Resolution of Governing Body; Extract of Minutes, use this • format provided or attach a statement authorizing the transaction and the individual(s) responsible for signing and witnessing/countersigning. The names listed should be the same as those listed on the signature page of the lease agreement and on Schedule A-4, Certificate of Lessee. The Secretary/Clerk should also sign and affix seal at the bottom of page. A copy of the Board minutes is also acceptable. (f) Schedule A-4, Certificate of Lessee - Complete printed names and signatures of the duly authorized representatives of the Lessee, to sign and witness/countersign on this transaction. The names should be the same as those listed on the signature page of the lease agreement and in Section 1 on Schedule A-3, Resolution of Governing Body; Extract of Minutes. The witness signature at the bottom of the page should be signed by the secretary/clerk. (g) Schedule A-5, Insurance Coverage Requirements - If you purchase insurance or have a blanket policy, please complete section 1. If you are self insured for all risk, physical damage and public liability, circle "2"and provide proof of such self- insurance in letter form together with a copy of the statute authorizing this form of insurance. 4. Attachments: (a) Attachment 1, Payment Request Form - requires execution at time of delivery of a partial portion, or all of the equipment. Please send this form along with original invoice from vendor. (b) Attachment 2, Name of County- is necessary, to file the UCC-1 form in the county in which the municipality resides. (c) Attachment 3, Lessee Invoice Information form to insure prompt, accurate invoicing. (d) UCC-1 Financing Statement - please have proper official sign. It is necessary to return two (2) original UCC-1 Forms, as we file one with the state and one with the county. 5. The original invoice from the vendor should be sent to AAI with the documents or should be provided upon your receipt. The invoice should reflect the municipal entities name as purchaser. • This transaction is subject to credit approval and proper execution and completion of all required documentation and information. Please execute both sets of original documents and return both sets to ABN AMRO Incorporated, at 1675 Broadway, Suite 850, Denver, Colorado 80202. AN will execute the documents and return one set to you for your files. Please feel free to contact me, at 1- (800) 825-7505 with any questions concerning your document package. Sincerely, Janice Thoman Assistant Vice President enclosures RENTAL AGREEMENT Agreement No. T99046 PERSONAL PROPERTY ABN AMRO INCORPORATED, 208 South LaSalle Street, Suite 400; Chicago, Illinois 60604 ("Lessor") hereby leases to the City of Batesville, whose address is 500 Main Street, Batesville, Arkansas 72501, ("Lessee"), and Lessee does hereby lease from Lessor the Personal Property described in Schedule "A" attached hereto or any additional Schedules "A" subsequently attached hereto, all of which shall be properly executed by the parties hereto. All schedules and any addenda so identified shall be considered an integral part of the Rental Agreement (hereinafter referred to as the "Lease") if copied herein word for word, and all terms and conditions set forth therein equally binding upon the parties as if so set forth herein. The term "Leased Property" shall be deemed to include any personal property described in the Schedules "A", together with all equipment attached thereto, provided, however, that items which are not replacements, which have been paid for by Lessee, and which may be removed without material damage to the Leased Property shall not be deemed to be included within the term "Leased Property". 1. LEASED PROPERTY. The Lessee has selected the Leased Property based upon its own knowledge or upon the manufacturers' or sellers' adversements or warranties. Lessor agrees to order the Leased Property from the supplier or manufacturer selected by Lessee, but Lessor shall not be liable for specific performance of the Leased Property or for damages if for any reason the supplier or manufacturer delays delivery or fails to fill the order. Lessor hereby appoints and empowers Lessee to accept the Leased Property on behalf of Lessor. Upon delivery of the Leased Property to Lessee, Lessee shall inspect the Leased Property to determine any defects therein and accept the property on behalf of Lessor. Lessor shall have no duty to inspect the Leased Property. Delivery and installation shall be supervised by Lessee and shall be deemed complete upon Lessee's acceptance in writing of the Leased Property. Lessee shall pay all costs, expenses, fees of any act of repudiation by Lessee prior to delivery. LESSOR MAKES NO WARRANTIES THAT THE LEASED PROPERTY IS MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND BY LESSOR WITH RESPECT TO THE LEASED PROPERTY. Lessee acknowledges that Lessor has made no statements, representations, or warranties of any kind with respect to the Leased Property and further acknowledges that I neither the seller nor any agent of the seller is an agent of the Lessor or is authorized to waive or alter any term or condition of this Lease. If the Leased Property is not properly installed, does not operate as represented by seller, or is unsatisfactory for any other reason, Lessee shall make any claim solely against the seller and shall nevertheless pay Lessor the rental payable under this Lease. Lessor agrees to assign to Lessee all of the assignable rights which Lessor might have against seller for breach of warranty or other representation respecting the Leased Property. Upon written request of Lessee, Lessor shall take all reasonable action requested by Lessee to enforce such express or implied warranties on the Leased Property as are enforceable only by Lessor in its own name, provided, however that (i) Lessee is not in default under this Lease and (ii) Lessor shall not be obligated to resort to litigation to enforce any such warranty unless Lessee shall pay all expenses in connection therewith. 2. TERM. Each item of Leased Property shall be leased for the period of time set down and specified in 'he Schedule "A" pertaining to each such item of Leased Property, and this period of lease shall commence on the date Lessee acknowledges receipt of the Leased Property and acceptance thereof to Lessor in writing. 3. RENTAL. The Lessee shall pay the periodic rental payment pertaining to the Leased Property specified in Schedule "A" ("Periodic Rental Payment"). The Periodic Rental Payment shall be due and payable in advance on the date the Leased Property is accepted by Lessee and on that date in each period thereafter unless otherwise provided for in Schedule "A". RENTAL.DOC «Todays DateCoverLettero 4. LESSEE DISCLAIMER OF TITLE. It is expressly understood that this is a contract of leasing only and that Lessee by these presents acquires no ownership, title or property rights or interest in or to the property described in this Lease. 5. LOCATION OF LEASED PROPERTY. Lessee agrees that the Leased Property will be located at the address reflected above and that no removal of the Leased Property shall occur without the written prior permission of Lessor, which shall not be unreasonably withheld. Lessee agrees that the Leased Property will not become permanently affixed to the premises where it is to be located. The Leased Property is to be used in Lessee's business and shall remain personal property regardless of the manner in which it is affixed to realty. 6. TAXES. Unless otherwise specifically agreed to in writing, all personal property taxes, excise taxes, use taxes and other taxes levied on the Leased Property (whether same be assessed to Lessor or Lessee) by any governmental authority shall be paid by the Lessee, and the obligation of the Lessee to pay such taxes shall remain in force until the appropriate statute of limitation has concluded the tax liability of Lessor and Lessee, provided, however, the tax obligation of the Lessee shall not include city, state or federal taxes levied on the income of the Lessor. 7. LABELING AND TITLE OF LEASED PROPERTY. Lessor shall at all times retain title to the Leased Property. Lessee agrees that he will, upon request of Lessor, affix to the Leased Property in a prominent place, labels, plates or other marking supplied by Lessor stating that the Leased Property is owned by the Lessor. Lessor is hereby authorized by Lessee at Lessee's expense to cause this Lease or any statement or other instrument in respect of this Lease showing the interest of Lessor in the Leased Property to be filed or recorded and Lessee agrees to execute and deliver any statement or instrument requested by Lessor for such purpose. In order to reflect Lessor's security interest constituting a first lien on the Equipment, Lessee agrees to execute such additional documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or OL appropriate to establish and maintain its security interest, and upon assignment, the security interest of any assignees of Lessor, in the Equipment. 8. SECURITY INTEREST, RISK OF LOSS, MAINTENANCE AND USE . Lessee assumes the entire risk of loss or damage to the Leased Property during the term of this Lease and agrees to maintain it in good condition, repair and appearance, in accordance with the terms and conditions of all insurance policies pertaining thereto, customary trade practices, and operation and maintenance instruction manuals of the manufacturer, and to protect it from deterioration other than normal wear and tear. Lessee agrees to use the Leased Property in the regular course of its business within its normal capacity, without abuse, and in a manner contemplated by the manufacturer or supplier, and shall not make any modification, alteration or addition to the Leased Property without prior written approval of Lessor. If alterations are performed on the Leased Property, the property with all additions shall be subject to the provisions of this Lease. Lessee grants Lessor the right to inspect the Leased Property at any reasonable time within regular business hours. 9. INSURANCE. (a) lessee shall at all times during the term of this Lease keep the Leased Property insured against all risk of loss or damage from any cause whatsoever for not less than the full replacement value thereof as determined by Lessor, and Lessee shall carry public liability, product liability and property damage insurance satisfactory to Lessor covering the Leased Property. Lessor and Lessee shall be named as insured parties in the policy and any losses payable under such policy shall be payable to Lessor and Lessee as their interest may appear, and such insurance policy shall be with a responsible insurance company acceptable to the Lessor. It is further agreed that such policy will include a provision for thirty days notice of cancellation or intent not to renew to Lessor. (b) The proceeds of such insurance, at the option of Lessor shall be applied (i) toward the replacement, restoration or repair of the Leased Property or (ii) toward payment of the obligations of Lessee hereunder, or (iii) as provided in the Schedules "A" pertaining to the "Leased Property". Lessee hereby appoints Lessor as Lessee's attorney-in-fact to make claim for, receive payment of, and execute and endorse all documents, checks or drafts for loss or damage under any insurance policy. 2 (c) Lessee agrees to comply with all the terms and conditions of said policy of insurance and give the Lessor and the insurance company timely and adequate reports of all occurrences or accidents and further agrees to cooperate with Lessor and/or insurance company in the prosecution or defense of any and all claims arising out of the use of any Leased Property. 10. LESSEE'S OBLIGATIONS ABSOLUTE. Lessee agrees that his obligations under this Lease are absolute and shall continue in full force and effect regardless of any inability of Lessee to use the Leased Property or any part thereof for any reason including, but not limited to, war, act of God, governmental regulations, strike, loss, damage, destruction, obsolescence, failure of or delay in delivery, or any other cause, and that Lessee's obligations shall not abate due to any claim or setoff against Lessor except for those arising from a breach of this Lease by Lessor. 11. ENCUMBRANCING LEASED PROPERTY. Lessee will not directly or indirectly create or suffer to exist any mortgage, security interest, lien, encumbrance or right of others whatsoever on or with respect to the Leased Property, except such rights as are created or permitted by this Lease. 12. INDEMNITY. Lessee shall indemnify the Lessor (and Lessor's agents, employees, and any parties to which Lessor may assign this Lease) against any damage, loss, theft, or destruction of any Leased Property during the Lease, and against any and all losses, damages, injuries, claims, demands, costs and expenses (including legal expenses) of every kind and nature arising out of or connected with the use, condition (including, without limitation, any defect, whether or not discoverable by Lessor or Lessee, any negligence of Lessor whether by commission or omission, and any strict liability of Lessor) or operation of each item of Leased Property during the Lease term. Lessee shall promptly notify Lessor of any such event of which Lessee has actual notice, and Lessor shall be entitled, but shall not be obligated to participate in the defense of any such claim or demand. 13. ASSIGNMENT AND SUBLETTING. This Lease may not be assigned nor any item of Leased Property included herein be subleased by Lessee without Lessor's prior written consent, which shall not be unreasonably withheld. Lessee shall, even in the event of a permitted subletting or transfer of Lessee's rights, remain liable to Lessor for the full and prompt payment and performance of all things to be paid or done by him as provided in this Lease. Lessor may assign this Lease at any time, but shall not be relieved from any liability hereunder. Upon notice of this assignment, Lessee shall make all payments coming due thereafter to the assignee without offset or defense of any kind. 14. LESSOR'S RIGHT TO PERFORM FOR LESSEE. If Lessee fails or omits to make at the agreed time, any payment which this Lease requires Lessee to make including (without limiting the generality of the foregoing) payments of taxes and insurance premiums and payments to keep the Leased Property in as good a condition as it was when received by Lessee, ordinary wear and tear excepted, or fails to perform any of its covenants contained in this Lease, Lessor may at its option, itself make such payment or perform such covenants and expend any amounts in its absolute discretion deemed necessary. If Lessor notifies Lessee in writing that Lessor has made or will make such payment, or has performed or will perform such agreement, Lessee shall forthwith upon demand pay to Lessor the amount of such payment or Lessor's costs of such performance, and the reasonable expenses including attorney's fees and costs of Lessor incurred in connection therewith, together with interest on each such payment or expense at the rate of ten percent(10%) per annum from the date upon which Lessor makes such payment or incurs such expense. Nothing in this section shall be so construed as to impose upon Lessor any obligation to make any such payment or perform any such covenant, it being the intention of the parties that the Lessor is to have the right but not the obligation to take such action. 15. LESSOR'S REMEDIES. In the event that the Lessee shall default (and remain in default for ten (10)consecutive days) in the payment of any Periodic Rental Payment as herein provided, or breach any of the terms and conditions or provisions herein contained and continue such breach for five 3 (5) consecutive days after written notice is given by Lessor, or if during the term of this Lease or any extension thereof, bankruptcy or insolvency proceedings shall be commenced by or against the Lessee, or if 46 the Lessee shall make an assignment for the benefit of creditors, or if any action shall be taken against or by the Lessee to accomplish any such purpose, or if a receiver of the property or business of the Lessee shall be appointed, or if Lessee shall have permitted or suffered any distress, attachment, levy or execution to be made or levied against any or all of the property of Lessee, or any of the Lessee's representations or warranties or any statement given in connection herewith shall be false or misleading in any material respect, or if any party thereto breaches or repudiates any guaranty, subordination agreement or other agreement running in favor of Lessor obtained in connection with this Lease, then in any such event, all unpaid periodic rentals shall thereupon be immediately due and payable by the lessee to the Lessor without notice or demand, and as permitted by law, the Lessee hereby authorizes and empowers the Lessor to enter the premises or any other place where any Leased Property may be found, to take possession and carry away and remove the said Leased Property, with or without legal process, and thereby terminate the Lessee's right of retention and use of said Leased Property. Lessor may then sell any such repossessed Leased Property with or without advertisement and without notice to Lessee at public or private sale and after deducting all costs and expenses of repossession and sale, including a reasonable attorney's fee, all of which Lessee agrees to pay, credit the remaining sales price against the aggregate amount owed by Lessee to Lessor or, pursuant to this Lease or herein mentioned, shall not be deemed exclusive but rather shall be cumulative and in addition to all other rights and remedies in Lessor's favor existing by law. 16. TERMINATION AS TO INDIVIDUAL ITEMS OF LEASED PROPERTY. This Lease will terminate with respect to any item of Leased Property at the end of the lease term. Upon termination of the Lease, as to any item of Leased Property, Lessee agrees to (a) return the property to such place as Lessor may reasonably require in as good condition as it was when received by Lessee, ordinary wear and tear excepted, or (b) Lessee shall have the option to purchase Leased Property at the fair market value as determined by an outside appraiser acceptable to Lessor and Lessee or a nationally recognized publication, E in an amount not to exceed $2,000.00. 17. OPTION TO PURCHASE. Provided the Lessee is not in default hereunder, upon giving written notice to Lessor at least thirty (30) days prior to the termination of this Lease as to any item of Leased I Property, Lessee shall have the option to purchase such Leased Property at the fair market value as determined by an outside appraiser acceptable to Lessor and Lessee or a nationally recognized publication, in an amount not to exceed $2,000.00. 18. SUCCESSORS BOUND. This instrument constitutes the entire agreement between the parties and shall be binding on the respective parties and their respective heirs, executors, administrators, their legal representatives, successors and assigns. This agreement shall not be amended or altered in any manner unless such amendment be endorsed in writing and signed on behalf of the parties hereto. 19. NOTICE. Any request, demand, authorization, direction, notice, consent, waiver, or other instrument or document provided by this Lease to be made upon, given or furnished to, or filed with Lessor or Lessee, shall be in writing and shall be deemed to have been given or made when placed in the mail with first class postage prepaid to Lessor or Lessee as indicated in the opening paragraph of this Lease or at such other address as may have been previously and most recently furnished in writing by either party. 20. EXECUTED IN DUPLICATE. This Lease and Schedules attached hereto have been executed in duplicate, each of which copies shall be deemed to be an original. 21. JURISDICTION. This Lease has been executed as an agreement of the State of Arkansas, and it and the rights and duties of the parties hereunder shall be construed in accordance with and governed by the laws of the state of Arkansas. 4 22. EFFECT OF WAIVER. No failure or delay on the part of Lessor in the exercise any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof of any other right, power or privilege. All rights and remedies existing under this Lease are cumulative to and not exclusive of any fights or remedies otherwise available. 23. SURVIVAL OF WARRANTIES. All agreements, representations and warranties of Lessee made herein shall survive the execution of this Lease and any Schedule"A". 24. TERMINATION OF LEASE. Unless otherwise mutually agreed by the parties hereto, this Lease shall not terminate until all Leased Property covered hereby has been returned to Lessor and final disposition has been made of such Leased Property pursuant to their terms hereof, and the account of Lessee has been finally settled. 25. NON-APPROPRIATION OF FUNDS. In the event no funds or insufficient funds are appropriated and budgeted or any legally available funds in any fiscal period for Lease Payments due under this Lease, then the Lessee will immediately notify the Lessor or its assignee of such occurrence and this Lease shall terminate on the last day of the fiscal period for which appropriations were received except as to the pro rata portion of the rental payment attributable to the use of the Leased Property through the last day of Lessee's fiscal year-end. In the event of such termination, Lessee agrees to peaceably surrender possession of the Leased Property to Lessor or its assignee on the date of such termination, packed for shipment in accordance with manufacturer specifications and freight prepaid and insured to any location in the continental United States designated by Lessor. Lessor will have all legal and equitable rights and remedies to take possession of the Leased Property. Notwithstanding the foregoing, Lessee agrees (1) that it will not cancel this Agreement under the provisions of this section if all funds required hereunder are appropriated to it for the acquisition, retention or operation of the Equipment, and (2) that it will not during the term of this Agreement give priority in the application of funds of substantially the same amount contemplated under this Agreement to any other functionally similar equipment (including a transaction involving a greater amount on which the task performed by the Equipment will be subsequently performed, in conjunction with additional tasks by other equipment). This paragraph will be construed, to the extent lawful, so as not to permit Lessee to terminate this Agreement in order to allocate substantially the same funds directly or indirectly to perform essentially the same application for which the Equipment is intended, but to permit the performance of continuing public business in the event of the good faith non- appropriation or unavailability of funds. 26. Lease Payments Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Lease Payments or any other payment or obligation hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or monies of Lessee. 27. Y2K: Lessee hereby represents to Lessor that (a) Lessee has reviewed or is reviewing the areas within its business and operations which could be adversely affected by, and has developed or is developing a program to address on a timely basis, the "Year 2000 Problem" ( that is, the risk that computer I i applications used by Lessee may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date on or after December 31, 1999), and has made or will make related appropriate inquiry of material suppliers and vendors. Based on such review and program, Lessee believes that the "Year 2000 Problem" will not have a "Material Adverse Effect" As used herein "Material Adverse Effect" shall mean (1) a materially adverse effect on the business, condition (financial or otherwise) operations, performance or properties of Lessee; or (2) a material impairment of the ability of Lessee to perform its obligations under or to remain in compliance with the Agreement or any of the documents executed in connection therewith. From time to time, at the request of Lessor, Lessee shall provide to Lessor such updated information or documentation as is requested regarding the status of its efforts to address the Year 2000 Problem; and (b) the Equipment is "Year 2000 Compliant", the term "Year 2000 5 Compliant' shall mean that the Equipment has been designed and/or engineered such that it will, on or after the date of December 31, 1999 continue to fully function in the manner intended, and perform all of the duties that it is intended to fulfill, for and by Lessee. THIS INSTRUMENT SHALL NOT BECOME BINDING OR EFFECTIVE UNTIL IT IS RECEIVED AND EXECUTED BY Lessor at its offices c/o ABN AMRO Incorporated, 1675 Broadway, Suite 850, Denver, Colorado 80202. LESSEE: City of Batesville Signature: Printed Name: Title: Date: LESSOR: ABN AMRO Incorporated Signature: Printed Name: Title: Date: • e Agreement No. T99046 • SCHEDULE"A" LESSEE: City of Batesville EQUIPMENT DESCRIPTION: One(1) McNeilus Standard 40-yard front loader truck Payment# Rental Date Rental Payment Amount Purchase Cotion Amount 1 March 5, 1999 $3,756.00 2 April 5, 1999 $3,756.00 3 May 5, 1999 $3,756.00 4 June 5, 1999 $3,756.00 5 July 5, 1999 $3,756.00 6 August 5, 1999 $3,756.00 7 September 5, 1999 $3,756.00 a October 5, 1c99 $3,756.00 9 November 5, 1999 $3,756.00 10 December 5, 1999 $3,756.00 11 Jaruary5, 2000 $3,756.00 12 February 5, 2000 $3,756.00 13 March 5, 2000 S3,756.00 14 April 5, 200C $3,756.00 15 May 5, 200C $3,756.00 • 16 June 5, 2000 $3,756.00 17 July 5, 2000 $3,756.00 18 August 5, 2000 53,756.00 19 September 5, 2000 $3,756.00 20 October 5, 2000 $3,756.00 21 November 5, 2000 $3,756.00 22 December 5, 2000 53,756.00 23 January 5, 2001 $3,756.00 24 February 5, 2001 $3,756.00 25 March 5, 2001 $3,756.00 25 April 5, 2001 $3,756.00 27 May 5, 2001 $3,756.00 28 June 5, 2001 $3,756.00 29 July 5, 2001 $3,756.00 30 August 5, 2001 $3,756.00 31 September 5, 2001 $3,756.00 32 October 5, 2001 $3,756.00 33 November 5, 2001 $3,756.00 34 December 5, 2001 $3,756.00 35 January 5,2002 $3,755.00 36 February 5, 20C2 $3,756.00 37 March 5, 2002 $3,756.00 38 April 5, 2002 $3,756.00 39 May 5, 2002 $3,756.00 5ef1 L Uy: AUIV ANIMU Ue"Ua/as JULIcIAr" .f' •y�' 40 June 5,2002 $3,756.00 41 Juiy 5, 2002 $3,756.00 40 42 August 5,2002 $3,756.00 43 September 5,2002 $3,756.00 44 October 5, 2002 $3,756.00 45 November 5, 2002 $3.756.00 46 December 5, 2002 53,756.00 LESSEE:City of Batesville Signature: Printed Name: _ Title: Date: is a Agreement No. T99046 • SCHEDULE A-1 ACCEPTANCE CERTIFICATE The undersigned, as Lessee under the Rental Agreement (the "Lease") with ABN AMRO Incorporated ("Lessor') acknowledges receipt in good condition of the Leased Property described in the Lease or in Schedule "A" attached thereto this day of , 1999 and certifies that Lessor has fully and satisfactorily performed all of its covenants and obligations required under the Lease. Lessee confirms that the commencement date of the Lease is , (the "Commencement Date") and it will commence payments in accordance with Article 3 of the Lease or the provisions of Schedule"A". LESSEE: City of Batesville Signature: Printed Name: Title: Date: • s Agreement No. T99046 SCHEDULE A-2 OPINION OF LESSEE'S COUNSEL (Please furnish in this form on Attorney's Letterhead) Lessee: City of Batesville Date of Agreement: February 5, 1999 As counsel for the City of Batesville ("Lessee"), I have examined duly executed originals of the Rental Agreement (the "Agreement") dated February 5, 1999, between Lessee and ABN AMRO Incorporated ("Lessor") and based upon such other examination as I have deemed necessary or appropriate, I am of the opinion that: 1. Lessee is a public body corporate and politic, legally existing under the laws of the State of Arkansas. 2. The Agreement has been duly authorized, executed and delivered by Lessee, pursuant to constitutional, statutory and/or home rule provision which authorizes this transaction and Resclution No. 3. The Agreement is a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms. In the event the Lessor obtains a judgment against Lessee in money or damages, as a result of an event of default under the Agreement, Lessee will be obligated to • pay such judgment. 4. Applicable public bidding requirements have been complied with. 5. To the best of my knowledge, no litigation is pending or threatened in any court or other tribunal, state or federal, in any way questioning or affecting the validity of the resolution or the Agreement. 6. The signatures of the officers of Lessee which appear on the Agreement are true and genuine; I know said officers and know them to hold the offices set forth below their names. This opinion may be relied upon Lessors assignees and special tax counsel, if any, retained in connection with this transaction. Sincerely, Legal Counsel PLEASE RETURN OPINION TO: ABN AMRO Incorporated 1675 BROADWAY, SUITE 850 DENVER, COLORADO 80202 (303) 534-7500 • 10 Lease#T99046 SCHEDULE A-3 RESOLUTION OF GOVERNING BODY; EXTRACT OF MINUTES Lessee: City of Batesville Date of Agreement: February 5, 1999 At a duly called meeting of the goveming body of Lessee (as defined in the Agreement) held on the day of , 1999 the following resolution was introduced and adopted. RESOLVED, whereas the goveming body of Lessee has determined that a true and very real need exists for the acquisition of the Equipment described in the Rental Agreement presented to this meeting; and WHEREAS, the governing body of Lessee has taken the necessary steps, including any legal bidding requirements, under applicable law to arrange for the acquisition of such Equipment. BE IT RESOLVED, by the governing body of Lessee that the Rental Agreement substantially in the form presented to this meeting is in the best interests of Lessee for the acquisition of such Equipment, and the governing body of Lessee designates and confirms the following persons to execute and deliver, and to witness (or attest), respectively, the Rental Agreement, with such changes thereto as such persons deem appropriate, and any related documents necessary to the consummation of the transactions contemplated by the Rental Agreement: (Name of Party to Execute Rental Agreement) (Title) (Name of Party to Witness Rental Agreement) (Title) The undersigned further certifies that the above resolution has not been repealed or amended and remains in full force and effect and further certifies that the above and foregoing Rental Agreement is the same as presented at said meeting of the governing body of Lessee. Secretary/Clerk Seal: Date • Lease#T99046 SCHEDULE A-4 CERTIFICATE OF LESSEE THE UNDERSIGNED, duly authorized representative of the named Lessee under that certain Rental Agreement dated February 5, 1999 (the "Agreement') with ABN AMRO Incorporated as Lessor (the "Lessor") hereby certifies as follows in accordance with the requirements of the Agreement. Capitalized terms used herein have the same meaning as in the Agreement. A. INCUMBENCY OF OFFICER AND SIGNATURE I hold the position noted under my signature, and I have all authority necessary to execute and deliver this Certificate. The following officer of the Lessee is duly elected or appointed, and the signature opposite the name is true and correct, and where required, has been filed with the appropriate officials of the State: Signature Title: B. ESSENTIAL USE: 1. The Equipment will be used by the following governmental agency department for the specific purpose of: • 2. The Equipment is essential for the functioning of the Lessee and is immediately needed by the Lessee. Such need is neither temporary nor expected to diminish during the Lease Term. The Equipment is expected to be used by the Lessee for a period in excess of the Lease Term. 3. Funds are expected to come from the general fund of the Lessee. This Certificate is based upon facts, circumstances, estimates and expectations of the Lessee as of the date on which the Agreement was executed, and to the best of my knowledge and belief, as of this date, such facts, circumstances and estimates are true and correct and such expectations are reasonable. IN WITNESS WHEREOF, I have executed and delivered this certificate as of the day of 1999. WITNESS: Signature Name: Title: • 12 Lease#T99046 SCHEDULE A-5 INSURANCE COVERAGE REQUIREMENTS TO LESSOR: ABN AMRO Incorporated 208 S. LaSalle#400 Chicago, Illinois 60604 FROM LESSEE: City of Batesville 500 Main Street Batesville,Arkansas 72501 SUBJECT: INSURANCE COVERAGE REQUIREMENTS 1. In accordance with Section 9 of the Agreement, we have instructed the insurance agent named below (please fill in name, address and telephone number) I to issue: a. All Risk Physical Damage Insurance on the leased equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming ABN AMRO Incorporated, as loss payee. Coverage Required: Full Replacement Value b. Public Liability Insurance evidenced by a Certificate of Insurance naming ABN AMRO Incorporated and/or its assigns as Additional Insured. Minimum Coverage Required: $500,000.00 per person $500,000.00 aggregate bodily injury liability $100,000.00 property damage liability OR 2. Pursuant to Section 9 of the Agreement, we are self-insured for all risk, physical damage, and public liability and will provide proof of such self-insurance in letter form together with a copy of the statute authorizing this form of insurance. 3. Proof of insurance coverage will be provided prior to the time the Equipment is delivered to us. LESSEE: City of Batesville Signature: Printed Name: Title: Date: I 13 Lease#T99046 ATTACHMENT ONE Payment Request Form The Agent is hereby requested to pay from the Vendor Payable Account, by and among the Lessor/Assignee to the person or corporation designated below as Payee, the sum set forth below such designation, in payment (of all/a portion) of the Acquisition Costs described below. The amount shown below is due and payable under a purchase order or contract with respect to the Equipment item cost described below and has not formed the basis of any prior request for payment. Please forNard this document and any correspondence relating to vendor payments to: ABN AMRO Incirporated, Attn.: Cheri Cattoor, FVP, 1675 Broadway, Ste. 850, Denver, CO 80202. Please call 800-825-7505 if you have any questions. Payee: Amount: Description of Equipment Item Cost: Dated: , 19 LESSEE:City of Batesville Signature Name: Title: Date: LESSOR/ASSIGNEE: ABN AMRO Incorporated Signature Name: Title: Date: is 14 Lease #T99046 ATTACHMENT TWO NAME OF COUNTY In order to file the UCC-1's included in these documents, we will need the county in which the municipality resides and the federal tax identification number for the municipality. IT IS NECESSARY TO RETURN TWO (2) ORIGINAL UCC-1 FINANCING STATEMENTS TO ABN AMRO INCORPORATED,AS WE FILE ONE WITH THE STATE AND ONE WITH THE COUNTY. Please provide below and return with your documentation: County Tax ID# 15 - e e ATTACHMENT THREE LFSS R TNVOTCF TN O MATTON Lease #T99046 Lessee Name : City of Batesville _Purchasing Contact First M. I . Last _Phone Number _Street Address and/or P.O. Box _City State Zip Code _Billing Contact First M. I . Last _Phone Number Fax Number _Purchase Order # and/or Reference # Require Board Approval for Payments? Yes No Board Meeting Date? Require signed vouchers for payments? Yes No (Send vouchers with documents if possible) Additional Information needed on invoices : e 16 STATE OF ARKANSAS - FORM UCC-1 This FINANCING STATEMENT is presented to a Filing Officer for filing pursuant to the Uniform Commercial Code 3. Maturity date(if any); 1. Debtors) Name (Last Name First) 2. Debtor(s) Address This space for use of Filing Officer. (Date,time, number and Filing Office.) 500 Main Street Batesville, AR 72501 City of Batesville 4. Secured Party(ies) 5. Secured Party(ies) Address 208 S. LaSalle #400 ABN AMRO Incorporated Chicago, IL 60604 6. Assigned Party(ies) 7. Assigned Party(ies) Address S. This financing statement covers the following types (or items) of property: One (1) McNeilus Standard 40-yard front loader truck LLease #T99046 Description of Real Estate. (Use this only if applicable) Check(X) if covered: ( ) Proceeds of collateral are also covered. ( 1 Products of Collateral are also covered. No. of additional sheets presented: ( ) Filed with Circuit Court Clerk of County. ( ) Secretary of State. `y of Batesville ABN AMRO Incorporated fay. By. 1) Filing Officer Copy Signatures) of Debtor(s) Signature(s) of Secured Party(ies) This form of financing statement is approved by the Secretary of State and the Arkansas Commission on Uniform State Laws. STANDARD FORM--UNIFORM COMMERCIAL CODE--FORM UCC-1. STATE OF ARKANSAS - FORM UCC-1 This FINANCING STATEMENT is presented to a Filing Officer for tiling 0 pursuant to the Uniform Commercial Code 3. Maturity date (if any); 1. Debtor(s) Name (Last Name First) 2. Debtors) Address This space for use of Filing Officer. (Date, time, number and Filing Office.) 500 Main Street ... Batesville, AR 72501 City of Batesville 4. Secured Party(ies) 5. Secured Party(ies) Address 208 S. LaSalle #400 ABN AMRO Incorporated Chicago, IL 60604 6. Assigned Party(ies) 7. Assigned Party(ies) Address MS. This financing statement covers the following types (or items) of property: One (1) McNeilus Standard 40-yard front loader truck 60 Lease 4T99046 Description of Real Estate. (Use this only if applicable) Check (X) if covered: ( ) Proceeds of collateral are also covered. ( ) Products of Collateral are also covered. No. of additional sheets presented: ( ) TERMINATION STATEMENT This statement of termination of financing is presented to a filing officer for filing pursuant to the Uniform Commercial Code. The Secured Party certi- fies that the Secured Party no longer claims a security interest under the financing statement bearing the filing number above. Dated: 19 By. (Signature of Secured Party or Assignee of Record-Not Valid until signed) (2) Filing Officer Copy Acknowledgement Filing officer is requested to note file number, date and hour of filing on this copy and return it to the person filing, as an acknowledgment. STATE OF ARKANSAS - FORM UCC-1 Vj This FINANCING STATEMENT is presented to a Filing Officer for filing pursuant to the Uniform Commercial Code 3. Maturity date(if any); I. Debtor(s) Name (Last Name First) 2. Debtor(s) Address This space for use of Filing Officer. (Date,time, number and Filing Office.) 500 Main Street Batesville, AR 72501 City of Batesville 4. Secured Party(ies) 5. Secured Party(ies)Address 208 S. LaSalle #400 ABN AMRO Incorporated Chicago, IL 60604 6.Assigned Party(ies) 7.Assigned Party(ies) Address 8.This financing statement covers the following types(or items) of property: One (1) McNeilus Standard 40-yard front loader truck (W Lease #T99046 Description of Real Estate. (Use this only if applicable) Check(X) if covered: ( ) Proceeds of collateral are also covered. 1 ) Products of Collateral are also covered. No.of additional sheets presented: ( 1 Filed with Circuit Court Clerk of County. 1 1 Secretary of State. _L:y of Batesville ABN AMRO Incorporated By. By. Secured Party Copy Signature(s) of Debtor(s) Signature(s) of Secured Partyliesl This form of financing statement is approved by the Secretary of State and the Arkansas Commission on Uniform State Laws. STANDARD FORM--UNIFORM COMMERCIAL CODE--FORM UCC-1. STATE OF ARKANSAS - FORM UCC-1 This FINANCING STATEMENT is presented to a Filing Officer for filing pursuant to the Uniform Commercial Code 3. Maturity date (if any); 1.Debtor(s) Name (Last Name First) 2. Debtor(s)Address This space for use of Filing Officer. (Date,time,number and Filing Office.) 500 Main Street Batesville, AR 72501 City of Batesville 4. Secured Party(ies) 5. Secured Party(ies)Address 208 S. LaSalle #400 ABN AMRO Incorporated Chicago, IL 60604 6.Assigned Party(ies) 7. Assigned Party(ies) Address 8.This financing statement covers the following types for items) of property: One (1) McNeilus Standard 40-yard front loader truck (W Lease #T99046 Description of Real Estate. (Use this only if applicable) Check(X)if covered: ( ) Proceeds of collateral are also covered. ( ) Products of Collateral are also covered. No.of additional sheets presented: ( 1 Filed with Circuit Court Clerk of County. ( 1 Secretary of State. �ty of Batesville ABN AMRO Incorporated By. Ely. Debtor's Copy Signature(s) of Debtor(s) Signature(s) of Secured Party(ies) This form of financing statement is approved by the Secretary of State and the Arkansas Commission on Uniform State Laws. STANDARD FORM--UNIFORM COMMERCIAL CODE--FORM UCC-1.