HomeMy WebLinkAboutResolution #3623RESOLUTION NO. 3623
A RESOLUTION AUTHORIZING THE BORROWING OF FUNDS TO
FINANCE THE PURCHASE OF A NEW FIRE TRUCK.
WHEREAS, the City of Canton has acquired a new fire truck; and,
WHEREAS, that First Bank of Canton has agreed to finance the purchase of said
truck by lending money to the City; and,
WHEREAS, it is necessary to authorize the City Officials to execute the
documents necessary to effectuate said loan.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF CANTON, Fulton County, Illinois as follows:
1. That the corporate authorities of the City of Canton they are hereby
authorized to implement the council actions pertaining to the borrowing of
funds from the First Bank of Canton in connection with the purchase of
the New Fire Truck pursuant to the lease contract copy attached.
2. That this Resolution shall be in full force and effect immediately upon its
passage by the City Council of the City of Canton, Fulton County, Illinois
and approval by the Mayor thereof.
PASSED by the City Council of the City of Canton, Fulton County, Illinois at a
regular meeting this ~rh day of J~ , 2002 upon a roll call vote
as follows:
AYES: Aldermen Molleck, Hartford, Sarff, West, Cax1, Meade, Shores,
Fillingham,
NAYS: None ,
ABSENT: None.
Approved:
er M. Bohler, Mayor
Attest:
~ I
ancy Whites,; ity Clerk
1
=~~
CAPITAL
ROUP
Mr. Dave White
City of Canton
2 N. Main Street
Canton, IL 61520
Dear Mr. White:
Enclosed are the documents for City of Canton, with this letter, I will explain each document in order:
1. Governmental Lease/Purchase Agreement -This stipulates all the basic, general information for
the lessee. It should be signed on the last page, and dated.
2. Exhibit "A" -This is a description of the equipment. Please sign and date.
3. Exhibit "B" -This is your Delivery and Acceptance Certificate. Please sign and date when the
equipment has been installed and accepted.
4. Exhibit "C" -This is the payment schedule for the term of the lease. Please sign and date.
4. Exhibit "D" -Opinion of Counsel -Legal counsel must issue a legal opinion that the lessee is duly
organized under the state laws of Illinois, all documents have been properly executed and the
document constitutes a legal, valid and binding obligation to lessee. This letter must be on the
letterhead of the lessee or its outside counsel and must be acknowledged by the counsel of the
lessee.
5. IRS form 8038-G -The purpose of this form is to provide the IRS with information required by the
Internal Revenue Code section 149(e) and to monitor the requirements of section 141 through
150. Please sign and date.
6. Insurance Information -Please complete the form and sign. It is also helpful to contact your
insurance agent of the lease. We cannot fund the lease until we receive an insurance binder from
your agent.
If you have any questions, please call me at (505) 338-2436
Sincerely,
Marie Martinez
Leasing Assistant
Enclosures
~~UI Offi~~e Blyd. NE • Suite?00 • Alhn~uergrre. N~II • 87109 • (~0~) »8-240 • FA<Y (SOS) »8-?4~1
FIRST Cx1PITAL GROUP, INC.
5601 OFFICE BLVD. NE, SUITE 200, ALBUQUERQUE, NM 87109
GOVERNMENTAL
LEASE/PURCHASE AGREEMENT
This Governmental Lease/Purchase Agreement (the "Lease") is made and entered into on this, the day of
between First Capital Group, Inc., with offices at 5601 Office Blvd. NE, Suite 200, Albuquerque, NM 87109 (herein called the "Lessor"),
principal address at 2 N. Main Street Canton IL 61520 (herein called the "Lessee"), wherein it is agreed as follows:
LEASE: 202-0035-001
2002 by and
and Citv of Canton with its
1. LEASE OF EQUIPMENT. Subject to the terms and conditions hereof, Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the equipment
described in Exhibit A, a copy of which is attached hereto and incorporated herein, together with all replacement parts, repairs, additions and accessories incorporated
therein or affixed thereto (herein collectively called the "Equipment").
2. DELIVERY AND ACCEPTANCE. At the request of Lessee, Lessor agrees to order the Equipment from the supplier of such Equipment, but shall not be liable for
specific performance of this Lease or for damages if for any reason the supplier delays or fails to supply the Equipment. The Equipment to be delivered at the location
specified in Exhibit A ("Equipment Location"). Lessee shall pay all transportation and other costs, if any, incurred in connection with the delivery and installation of the
Equipment. Any delay in such delivery shall not affect the validity of this Lease. Lessee shall accept the Equipment as soon as it has been delivered and is operational,
or as soon as any manufacturer or vendor pre-acceptance test period has expired. Unless Lessee notifies Lessor of a problem with the Equipment, Lessee's acceptance
shall be deemed effective no later than thirty (30) days following delivery of the Equipment. Lessee shall evidence its acceptance of the Equipment by executing and
returning to Lessor a delivery and acceptance certificate in the form of Exhibit B attached hereto and made a part hereof (the "Acceptance Certificate"); notwithstanding
the foregoing, in no event shall Lessee's failure to evidence its acceptance affect the validity of this Lease. Lessee hereby authorizes Lessor to add to this Lease and
to any other description of the Equipment the serial number of each item of Equipment when available.
3. TERM. This Lease shall become effective upon the execution hereof by Lessee and Lessor. The initial term of this Lease shall commence on the date Lessee
executes the Acceptance Certificate (the "Start Date") through the end of Lessee's fiscal year containing the Start Date and, unless earlier terminated as expressly
provided for in this Lease, shall be automatically renewed on a year-to-year basis for the number of annual fiscal periods necessary to comprise the lease term as set
forth in Exhibit C attached hereto and made a part hereof (the "Lease Term").
4. PAYMENTS. Lessee agrees to pay to Lessor or any Assignee (as defined in Section 22 below) the payments for the Equipment as set forth in Exhibit C (the "
Payments"). A portion of each Payment is paid as and represents the payment of interest as set forth in Exhibit C. The Payments shall be payable, without notice
or demand, at the office of Lessor (or such other place as Lessor or any Assignee may designate in writing, from time to time) and shall commence on the Start Date
or as otherwise set forth in Exhibit C, and the remaining Payments shall be payable on the same date of each consecutive month or quarter or semiannual or annual
period thereafter (as designated in Exhibit C) for the duration of the Lease Term. Any notice, invoicing, purchase orders, quotations or forms or procedures required
by Lessee as a condition precedent to payment shall be fully explained and provided to Lessor or any Assignee sufficiently in advance of the payment due date for the
completion thereof by Lessor or any Assignee prior to such payment date. To the extent permitted by applicable law, whenever any portion of a Payment is
received by Lessor or its Assignee more than ten (10) days from the due date, Lessee shall pay to Lessor or its Assignee, on demand, the greater of
twenty-five dollars (x25.00) or five percent (5%) of such overdue amount (as a service and handling fee). EXCEPT AS SPECIFICALLY PROVIDED IN SECTION
8 HEREOF, THE PAYMENTS SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SETOFF, DEFENSE,
COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER.
5. AUTHORITY AND AUTHORIZATION Lessee represents, warrants and covenants that, subject to the good faith and fair dealing provisions of Paragraph 27, (a) it
shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its existence, and (ii) the Lease; (b) it has complied with all bidding and
budgeting requirements where necessary and by due notification has presented this Lease for approval and adoption as a valid obligation on its part and that all
requirements have been met and procedures have been followed to ensure the enforceability of the Lease; (c) it has sufficient appropriations or other funds available
to pay all amounts due hereunder for the current fiscal period; (d) no event has occurred and no condition exists which, upon the execution of this Lease or with notice
or the passage of time or both, would constitute a default under any debt, revenue or purchase obligation which it has issued or to which it is a party (the "Obligation")
nor has it been in default under any Ob-igation at any time during the past five (5) years, and (e) no lease, rental agreement or contract for purchase, to which Lessee
has been a party, at any time during the past five (5) years, has been terminated by Lessee as a result of insufficient funds being appropriated in any fiscal period.
6. LESSEE CERTIFICATION. Lessee warrants and covenants that (i) it is a governmental entity, agency, or political subdivision thereof, within the meaning of Section
103 of the Internal Revenue Code of 1986, as amended (the "Code"), and the related regulations and rulings thereunder, (ii) Lessee's obligation under this Lease
constitutes an enforceable obligation issued by or on behalf of a govemmental entity,agency, or political subdivision thereof, such that any interest income derived under
this Lease and due Lessor or its Assignee, including, but not limited to, those amounts designated as interest in Exhibit C, shall not be includable in the gross income
of Lessor, its Assignee or any participants with such for the purposes of federal income taxation; (iii) this Lease represents a valid deferred payment obligation of Lessee
for the amount herein set forth; (iv) Lessee has the legal capacity to enter into this Lease and is not in contravention of any state, county, district, city or town statute,
rule, regulation or other governmental provision; (v) during the Lease Term, the Equipment shall not be used in a trade or business of any other person or entity; and
(vi) Lessee shalt complete and file on a timely basis, Internal Revenue Service form 80388 or 8038gc, as appropriate, in the manner set forth in Section 149(e) of the
Code.
7. APPROPRIATIONS AND ESSENTIAL USE Lessee reasonably believes that sufficient funds will be available to make all Payments during the Lease Term. Lessee
intends to make the Payments for the full Lease Terrn if funds are legally available therefore and in that regard Lessee represents that: (a) the use of the Equipment
is essential to its proper, efficient and economic functioning or to the services that it provides to its citizens; (b) Lessee has an immediate need for and expects to make
immediate use of substantially all the Equipment, which need is not temporary or expected to diminish in the foreseeable future; and (c) the Equipment shall be used
by the Lessee only for the purpose of performing one or more of its governmental or proprietary functions consistent with the permissible scope of its authority. Lessee
has considered that this agreement contemplates a term of several fiscal periods and that newer improved equipment for Lessee's purpose may become available for
purchase, lease, or use. Notwithstanding, the above, and to the extent permitted by law,_ Lessee commits not to replace said equipment in the event Lessee terminates
this Lease.
8. NONAPPROPRIATION OF FUNDS In the event sufficient funds are not appropriated, budgeted or otherwise available for the lease of the Equipment for any
subsequent fiscal period in which the Payments for the Equipment are due under this Lease, then Lessee shall, not less than sixty (60) days prior to the end of such
applicable fiscal period, in writing, notify Lessor and any Assignee of such occurrence. This Lease shall thereafter terminate and be rendered null and void on the last
day of the fiscal period which appropriations were made without penalty, liability or expense to the Lessee of any kind, except as to (i) the portions of the Payments
therein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available and (ii) Lessee's other obligations and liabilities under this
Lease relating to, accruing or arising prior to such termination. In the event of such termination, Lessee agrees to peaceably surrender possession of the Equipment
to Lessor or its Assignee on the date of such termination, packed for shipment in accordance with manufacturer's specifications and eligible for manufacturer's
CCL Gov't Leasa/PUrcftase Agreement M-Lease) ~Januery 19961
maintenance, and freigFt prepaid and insured to any location in the continental United States designated by Lessor, all at Lessee's expense. Lessor or its Assignee
may exercise all available legal and equitable rights and remedies in taking possession of the Equipment. Notwithstanding the foregoing, Lessee agrees (a) that if this
Lease is iarminated in accordance with the preceding paragraph, Lessee shall not purchase, lease or rent equipment which pertorms the same functions as, or functions
taking the glace of, those performed by the Equipment, and shall not permit such functions to be performed by its own employees or by any agency or entity affiliated
with or hired by Lessee for the balance of the fiscal period in which such termination occurs or the next succeeding fiscal period thereafter; and (b) that it shall not, during
the Lease Term, give priority in the application of funds to any other functionally similar equipment. Lessee understands and agrees that Lessee's termination of this
Lease shall not release Lessee of any obligation, representation or covenant arising or made prior to the termination date. In the event it is determined that the provisions
of this paragraph conflict or contradict any other provision of the Lease such that the meaning or intent is unclear or ambiguous, then, in that event, the provisions of
this paragraph will control over the provisions of any other paragraph herein.
9. LIMITATION ON WARRANTIES LESSEE HAS SELECTED BOTH THE EQUIPMENT AND THE VENDOR(S) FROM WHOM LESSOR IS TO PURCHASE THE
EQUIPMENT IN RELIANCE HEREON. LESSEE ACKNOWLEDGES AND AGREES THAT THE EQUIPMENT IS OF A SIZE, DESIGN AND CAPACITY SELECTED
BY LESSEE, THAT LESSOR IS NOT A MANUFACTURER, VENDOR OR DISTRIBUTOR OF SUCH EQUIPMENT, AND THAT LESSOR HAS NOT MADE, AND DOES
NOT HEREBY MAKE, ANY REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION,
QUALITY, DURABILITY, DESIGN, OPERATION, FITNESS OR USE, OR SUITABILITY OF THE EQUIPMENT IN ANY RESPECT WHATSOEVER OR IN CONNECTION
WITH OR FOR THE PURPOSES AND USES OF LESSEE, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND OR CHARACTER,
EXPRESS OR IMPLIED, WITH RESPECT THERETO AND LESSOR SHALL NOT BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL, CONSEQUENTIAL OR
OTHER DAMAGES OF OR TO LESSEE OR ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION WITH THE EQUIPMENT, INCLUDING BUT
NOT LIMITED TO THE USE, PERFORMANCE OR MAINTENANCE OF THE EQUIPMENT. Lessor hereby assigns to Lessee during the Lease Term, to the extent
permitted by law, all manufacturer's warranties, if any, that it may have, express or implied, with respect to the Equipment, and Lessor authorizes Lessee to obtain the
customary services furnished in connection with such warranties at Lessee's expense. Lessor authorizes Lessee, to the extent permitted by law, to enforce in its own
name any warranty, representation or other claim enforceable against the manufacturer. Lessor assumes no responsibility for shipment, delivery, installation or
maintenance, and all claims of Lessee with respect thereto, whether for delay, damage or otherwise, shall be made against the manufacturer. Lessor at its option, may
provide in its purchase order that any of such claims maybe made by Lessee directly against the manufacturer. The obligation of Lessee to pay the Rental Payments
as defined in Section 4 shall not be abated, impaired or reduced by reason of any claims of Lessee with respect to the equipment, including but not limited to its condition,
quality, workmanship, delivery, shipment, installation, defects or otherwise.
10. TITLE: SECURITY AGREEMENT Title to the Equipment is deemed to be with the Lessee so long as no Event of Default pursuant to Section 19 below has occurred
and/or this Lease has not been terminated pursuant to the provisions of Section 8 above. Upon the earlier of (i) termination of this Lease in accordance with Section
8 above or (ii) the occurrence of an Event of Default by Lessee pursuant to Section 19 below, title shall revert immediately in and shall revert to Lessor free of any right,
title or interest of Lessee unless Lessor elects otherwise. In order to secure all of its obligations hereunder, Lessee hereby (a) grants to Lessor a first and prior security
interest in any and all rights, title and interest of Lessee in the Lease, the Equipment and in all additions, attachments, accessions, accessories, replacements,
improvements and substitutions thereto, now or thereafter acquired, together with all rents, issues, income, profits and proceeds thereof, including insurance proceeds;
(b) agrees that this Lease may be filed as a financing statement evidencing such security interest; and (c) agrees to execute and deliver all financing statements,
certificates of title and other instruments necessary or appropriate to evidence and pertect such security interest. Lessee further agrees that the Uniform Commercial
Code shall apply as between the parties hereto and any Assignee of Lessor.
11. PERSONAL PROPERTY The Equipment is and shall remain, personal property and shall not be deemed to be affixed or attached to real property or any building
thereon. If requested by Lessor, Lessee shall, at its expense, furnish to Lessor a landlord or mortgagee waiver with respect to the Equipment.
12. USE: REPAIRS. Lessee shall use the Equipment in a careful manner for the use contemplated by the manufacturer of the Equipment and shall comply with all laws,
ordinances, insurance policies and regulations relating to, and shall pay all costs, claims, damages, fees and charges arising out of its possession, use or maintenance.
Lessee, at its sole cost and expense, shall maintain the Equipment according to the manufacturer's recommended guidelines or the equivalent and meet any and all
recertification requirements and shall furnish proof of such maintenance, if requested by Lessor and shalt furnish all needed servicing and parts, which parts shall
become part of the Equipment. If the Equipment is such as is customarily covered by a maintenance agreement, Lessee shall furnish Lessor with a maintenance
agreement with a party satisfactory to Lessor.
13. ALTERATIONS. Lessee shall not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent, and any permitted
alteration or attachment which cannot be readily removed without damaging the Equipment's originally intended function or value shall become part of the Equipment.
14. LOCATION; INSPECTION The Equipment shall not be removed from, or if the equipment consists of rolling stock, its permanent base shall not be changed from
the Equipment Location without Lessor's prior written consent, which consent shall not be unreasonably withheld. Lessor shall be entitled to enter upon the Equipment
Location or elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation.
15. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those created under this Lease. Lessee shall
pay, when due, all charges and taxes (federal, state and local) which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession
or use of the Equipment. If Lessee fails to pay said charges and taxes when due, Lessor shall have the right, but not the obligation, to pay said charges and taxes and
seek reimbursement from Lessee, on demand therefor.
16. RISK OF LOSS: DAMAGE DESTRUCTION Lessee assumes all risk of loss of or damage to the Equipment from any cause whatsoever, and no such loss of or
damage to the Equipment shall relieve Lessee of the obligation to make the Payments or to pertomt any other obligation under this Lease. In the event of damage to
any item of Equipment, Lessee shall immediately place the same in good repair (the proceeds of any insurance recovery shall be applied to the cost of such repair).
If Lessor determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee, at the option of Lessor, shall: (a) replace the same with
like equipment in good repair; or (b) include with the next Payment (i) all amounts owed by lessee under this Lease, and (ii) an amount not less than the balance of
the Payments then remaining unpaid hereunder. In the event that Lessee is obligated to make such payment with respect to less than all of the Equipment, Lessor shall
provide Lessee with the pro rata amount of the Payment and the balance of the Payments then remaining unpaid hereunder, as applicable, to be made by Lessee with
respect to the Equipment which has suffered the event of loss.
17. INSURANCE. Lessee shall, at its expense, maintain at all times during the Lease Term, fire and extended coverage, public liability and property damage insurance
with respect to the Equipment in such amounts, covering such risks, and with such insurers as shall be satisfactory to Lessor. In no event shall the insurance limits be
less than an amount equal to the balance of the Payments then remaining for the Lease Term. Each insurance policy shall name Lessee as an insured and Lessor
or its assigns as additional insured and loss payee, as appropriate, and shall contain a clause requiring the insurer to give Lessor or its assignee at (east thirty (30) days
prior written notice of any alteration in the terms of such policy of the cancellation thereof. The proceeds of any such policies shall be payable to Lessee and Lessor
or its assigns, as their interests may appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee shall deliver to Lessor a certificate
of evidence of such insurance. In the event of any foss, damage, injury or accident involving the Equipment, Lessee shall promptly provide Lessor with written notice
thereof and make available to Lessor all information and documentation relating thereto. Notwithstanding the foregoing, with Lessor's prior written consent, Lessee may
self-insure against any and all risks for which insurance is required.
18. INDEMNIFICATION. Inthe event that Lessee is not a state or political subdivision thereof, within the meaning of Section 103 of the Code, or if Lessee, whether
by its use of the Equipment or by its actions or omissions or by any means whatsoever, causes any interest payment as set forth in Exhibit C to be included in Lessors
gross income, Lessee agrees to pay to Lessor, its Assignees and any participants with such, an additional amount which, together with the amount of interest to be paid
CCL Govl L~nvPurcnsu Aproamanl M-Leaa3 (January 1898)
by Lessee under this Lease, puts Lessor, its Assignees and any participants with such, in the same after-tax position they would have been in had such payments been
excluded from the gross income of Lessor, its assignees and any participants with such under Section 103 of the Code. In addition, to the extent permitted by state law,
Lessee agrees to indemnify Lessor against, and hold Lessor, its Assignee, or any participants with such, harmless from, any and all claims, actions, proceedings,
expenses, damages, liabilities of losses (including, but not limited to, attorneys' fees and court costs) arising in connection with the Equipment, incuding, but not limited
to, its selection, purchase, delivery, possession, use, operation or return and the recovery of claims under insurance policies thereon.
19. EVENTS OF DEFAULT. The term "Event of Default", as used in this Lease, means the occurrence of any one or more of the following events: (a) Lessee fails to
make any Payment (or any other payment) as it becomes due in accordance with the terms of this Lease, and any such failure continues for five (5) days after the due
date thereof; (b) Lessee fails to perform or observe any other covenant, condition or agreement to be performed or observed by it hereunder and such failure is not
cured within ten (10) days after written notice thereof by Lessor, (c) the discovery by Lessor that any statement, representation or warranty made by Lessee in this Lease
or in any document ever delivered by Lessee pursuant hereto or in connection herewith is false, misleading or erroneous in any material respect; (d) Lessee becomes
insolvent, is unable to pay its debts as they become due, makes an assignment for the benefit of creditors, applies or consents to the appointment of a receiver, trustee,
conservator or liquidator of Lessee or of all or a substantial part of its assets, a petition for relief is filed by Lessee under federal bankruptcy, insolvency or similar laws,
or a petition in a proceeding under any bankruptcy, insolvency or similar laws is filed against Lessee and is not dismissed within thirty (30) days thereafter; (e) Lessee
shall ~ in default under any other agreement executed at any time with Lessor, its affiliates or Lessor's Assignee or under any other agreement or instrument by which
It is bound.
20. REMEDIES. Upon the occurrence of an Event of Default, lessor may, at its option, exercise any one or more of the following remedies: (a) by written notice to lessee,
declare an amount equal to all amounts then due under this Lease and all remaining Payments which shall become due during the Lease Term to be immediately due
and payable, whereupon the same shall become immediately due and payable; (b) by written notice to Lessee, request Lessee to (and Lessee agrees that it shall), at
Lessee's expense, promptly return the Equipment to Lessor in the manner set forth in Section 8 hereof, or Lessor, at its option, may enter upon the premises where
the Equipment is located and take immediate possession of and remove the same without liability to Lessor or its agents for such entry or for damage to property or
otherwise; (c) sell or lease the Equipment of sublease lt for the account of Lessee, holding Lessee liable for (i) all Payments (and other amounts) due to the effective
date of such selling, leasing or subleasing, and (ii) for the difference between the purchase price, rental and other amounts paid by the purchaser, lessee or sublessee
pursuant to such sale, lease or sublease and the remaining amounts payable by the lessee hereunder; and (d) exercise any other right, remedy or privilege which may
be available to it under applicable law, including the right to (i) proceed by appropriate court action to enforce the terms of this Lease, (ii) recover damages for the breach
of this Lease, and (iii) rescind this Lease as to any or all of the Equipment. In addition, Lessee shall remain liable for all covenants and indemnities under this Lease
and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above or
any other remedy available to Lessor.
21. EARLY PURCHASE OPTION. Lessee may, upon sixty (60) days prior written notice to Lessor, and provided Lessee shall have fully paid and performed all other
obligations hereunder and provided no Event of Default has occurred and is continuing, pay to Lessor the applicable amount set forth on Exhibit C attached hereto,
whereupon title to the Equipment shall become unconditionally vested in Lessee and Lessor shall transfer any and all of its right, title and interest in the Equipment to
Lessee as is, where is, without warranty, express or implied, except that lessor shall warrant to Lessee that the Equipment is free and clear of any liens created by
Lessor.
22. ASSIGNMENT. Without Lessor's prior written consent, Lessee shall not: (a) assign, transfer, pledge, hypothecate or grant any security interest in, or otherwise
dispose of, this Lease or the Equipment or any interest in this Lease or the Equipment or (b) sublet or lend the Equipment or permit the Equipment to be used by anyone
other than Lessee or Lessee's agents or employees. Lessor, without the consent of Lessee, may assign all or any portion or portions of its right, title and interest in and
to this Lease, the Equipment, and any other documents executed with respect to this Lease, and/or grant or assign all or any portion or portions of its security interest
in this Lease and the Equipment, in whole or in part, to various assignees, their agents or trustees (each and any one hereinafter referred to as an "Assignee"). Any
such assignment to an Assignee may provide that Lessor or the Assignee shall act as a collection and paying agent for holders of certificates of participation in this
lease, or may provide that athird-party trustee or agent shall act as collection and paying agent for any Assignee, provided Lessee receives written notification of the
name and address of the trustee or the agent and a copy of the pooling and fractionalization agency or trustee agreement, if any. Any such Assignee shall have all of
the assigned rights of Lessor under this Lease. Subject to the foregoing, this Lease shall inure to the benefit of and is binding upon the heirs, executors, administrators,
successors and assigns of the parties hereto. Any assignment or reassignment of any of Lessor's right, title or interest in this Lease or the Equipment shall be effective
upon receipt by Lessee of a duplicate original of the counterpart document by which the assignment or reassignment is made, disclosing the name and address of each
such assignee and, where applicable, to whom further payments hereunder should be made. During the Lease Term, Lessee covenants that it shall keep a complete
and accurate record of alt assignments in a form necessary to comply with Section 149(a) of the Code and the regulations, proposed or existing, from time to time
promulgated thereunder. Lessee agrees to acknowledge, in writing, any assignments if so requested. LESSEE AGREES THAT, UPON NOTICE OF ASSIGNMENT,
IF SO INSTRUCTED IT SHALL PAY DIRECTLY TO THE ASSIGNEE, OR ITS TRUSTEE OR AGENT WITHOUT ABATEMENT, DEDUCTION OR SETOFF ALL
AMOUNTS WHICH BECOME DUE HEREUNDER. LESSEE FURTHER AGREES THAT IT SHALL NOT ASSERT AGAINST ANY ASSIGNEE, TRUSTEE OR AGENT
ANY DEFENSE, CLAIM, COUNTERCLAIM OR SETOFF ON ACCOUNT OF ANY REASON WHATSOEVER WITH RESPECT TO ANY PAYMENTS OR OTHER
AMOUNTS DUE HEREUNDER OR WITH RESPECT TO ANY ACTION BROUGHT TO OBTAIN POSSESSION OF THE EQUIPMENT PURSUANT TO THIS LEASE.
23. NATURE OF AGREEMENT Lessor and Lessee agree that it is their intention that, for federal income tax purposes, the interest of Lessor in the Equipment is as
a secured party and the interest of Lessee is as a debtor, and that Lessor neither has nor shall have any equity in the Equipment. It is the agreement of Lessor and
Lessee that the aggregate payments provided for hereunder constitute the purchase price of the Equipment together with interest on the unamortized amount thereof
aver the term of this Lease, that each installment constitutes principal and interest, in accordance with the schedule of payments set forth in Exhibit C of this Lease,
w#~ich fully amortizes the purchase price of the Equipment, together with interest, over the term of this Lease, and that upon the due and punctual payment and
performance of the installments of Payments and other amounts and obligations under this Lease, title to the Equipment shall vest permanently in Lessee, free and
Gear of any lien or security of Lessor therein.
24. AMENDMENTS. This Lease may be amended or any of its terms modified for the purpose of adding Equipment, with the written consent of the parties hereto. In
such event, additions to or additional exhibits attached hereto shalt be executed by Lessee. All other amendments or modifications of the terms of this Lease (except
for the addition of serial numbers for the Equipment as set forth in the Acceptance Certificate) must be accomplished by written consent of Lessee and Lessor, or its
Assignee, if any; provided, however, that no amendment of this Lease shall operate to reduce or delay any Payments to be made hereunder without the consent of
Lessor, or its Assignee.
25. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail to the other party at its address set forth herein or at such
address as the party may provide in writing from time to time. Any such notice shall be deemed to have been received five (5) days subsequent to mailing.
28. SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any
provision of this Lease.
27. GOVERNING LAW. This Lease is to be performed in Bernalillo County, New Mexico, and shall be governed by the provisions hereof and by the laws of the State
Hof Texas. Each party agrees to deal fairly with the other party and to act in good faith regarding the representation and provision contained herein and in the performance
of this Lease.
28. FURTHER ASSURANCES Lessee shall deliver to Lessor: (i) an opinion of counsel in substantially the form of Exhibit D attached hereto or as Lessor may otherwise
request; and (ii) if applicable, a certificate of a duly authorized official as to designation as a qualified tax-exempt obligation. Moreover, Lessee shall execute or provide,
CCL Govl. LsasrPUrchue Aproament M-Lease3 (January 1896)
,as requested by Less,,c, any documents and information that are reasonable necessary with respect to the transaction contemplated by this Lease. Lessee hereby
authorizes Lessor to execute and file on behalf of Lessee and as Lessee's attorney-in-fact such UCC financing and continuation statements as Lessor deems necessary
to secure ijs and/or its Assign's interest in the Equipment or this agreement.
29. ENTIRE AGREEMENT. This Lease, together with the exhibits attached hereto and made a part hereof and other attachments hereto, and other documents or
instruments executed by Lessee and Lessor in connection herewith, constitute the entire agreement between the parties with respect to the lease of the Equipment,
and this Lease shall not be modified, amended, altered or changed except with the written consent of Lessee and Lessor.
30. SEVERABILITY. This Lease is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations
of the State of Texas. If any provision of this Lease, or the applicaiton thereto to any person or circumstance, shall, for any reason and to any extent, be invalid or
unenforceable, the remainder of this Lease and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be
enforced to the greatest extent permitted bylaw.
31. WAIVER. The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as waiver of any subsequent breach hereof.
32. DESIGNATION. In compliance with Section 149(a) of the Code, Lessee hereby designates Lessor to be its agent for the purposes of maintaining a book entry
system identifying the ownership or interest in and to this Lease and Lessor hereby accepts its duties as agent, hereunder.
LESSOR: First Capital Group, Inc.
BY:
Signature
Printed Name and Title
Date
LESSEE: City of Canton
BY:
Signature
Jerry M. Bohler, Mayor
Pnnted Name and Title
Date
CCL Govt Lea6e/PUrc~ase Agreement M-Lease3 (January 19961
First Capital Group, Inc.
EXHIBIT A to
STATE AND MUNICIPAL LEASE/PURCHASE AGREEMENT # 202-0035-001
DESCRIPTION OF EQUIPMENT
Quantity and Description of Leased Equipment (Make Model No Serial No Anv Other Pertinent Identification)
One (1) 2002 Pierce Dash Pumper Firetruck VIN #: 4P1CT02W32A002450
LOCATION OF EQUIPMENT
ADDRESS: 101 E Spruce
CITY: Canton COUNTY: Fulton
STATE: Illinois ZIP: 61520
CERTIFICATION
Lessee hereby certifies that the description of the property set forth above and any additional addendums constitutes
an accurate account of the Equipment as referred to in the Lease. The estimated useful life of such Equipment based
upon manufacturer's representations and our projected needs is ~~ years.
Lessee: City of Canton
By: ~ ~--
(Authorized Signature)
Jerry M. Bohler, Mayor
(Printed Name and Title)
Date: /~ l9 Q,,2
First Capital Group, Inc.
EXHIBIT B to
STATE AND MUNICIPAL LEASE/PURCHASE AGREEMENT # 202-0035-001
DELIVERY AND ACCEPTANCE CERTIFICATE
To: First Capital Group, Inc.
Reference is made to the State and Municipal Lease/Purchase Agreement between the undersigned ("Lessee"), and First Capital Group,
Inc. ("Lessor"), dated ("Lease") and to the Equipment as such term is defined therein. In connection therewith we are
pleased to confirm to you the following:
1. All of the equipment has been delivered to and received by the undersigned; that all installation or other work
necessary prior to the use thereof has been completed; that said equipment has been examined and/or tested and
is in good operating order and condition and is in all respects satisfactory to the undersigned and as represented,
and that said Equipment has been accepted by the undersigned and complies with all terms of the Lease.
Consequently, you are hereby authorized to pay for the equipment in accordance with the terms of any purchase
orders for the same.
2. In the future, in the event the Equipment fails to perform as expected or represented we will continue to honor the
Lease in atl respects and continue to make our rental and other payments thereunder in the normal course of
business and we will Zook solely to the vendor, distributor or manufacturer for recourse.
3. We acknowledge that Lessor is neither the vendor nor manufacturer or distributor of the Equipment and has no
control, knowledge or familiarity with the condition, capacity, functioning or other characteristics of the Equipment.
4. The serial number for each item of Equipment which is set forth on Exhibit A to the Lease is correct.
This certificate shall not be considered to alter, construe, or amend the terms of the Lease.
G~ ll.
(W' ess)
Lessee: City of Canton
By:_ ~--
(A thorized Signature)
J rry M. Bohler, Mayor
(Printed//Name and Title)
Date: (D l~~- U~
forms\M-06.8
First Capital Group, Inc.
EXHIBIT C to
STATE AND MUNICIPAL LEASE/PURCHASE AGREEMENT # 202-0035-001
Periodic payments made MONTHLY with the first payment due on the Start Date which shall be the date signified
on the Delivery and Acceptance Certificate (Exhibit B to the Governmental Lease/Purchase Agreement). The dates
shown below are for demonstration purposes only and may not correspond with the actual dates. The actual payment
due dates shall commence on the Start Date and the remaining payments shall be payable on the same date of each
consecutive month for the duration of the Lease Term. Lease Purchase Terms: Amount: $ 338,900.00, Term: 48
months, Monthly Payment: $ 7,674.81, Rate: 4.150%
City of Canton
Installment Payment Scheiiule
Installment
Principal
Interest
Total Early
Termination
Payment Date Amount Amount Payment Option Price
Jun-02 $0.00 $0.00 $0.00 N/A
Jul-02 $6,502.78 $1,172.03 $7,674.81 $335,717.87
Aug-02 $6,525.27 $1,149.54 $7,674.81 $329,124. ! 5
Sep-02 $6,547.84 $1,126.97 $7,674.81 $322,507.77
Oct-02 $6,570.48 $1,104.33 $7,674.81 $315,868.66
Nov-02 $6,593.20 $1,081.61 $7,674.81 $309,206.73
Dec-02 $6,616.01 $1,058.80 $7,674.81 $302,521.90
Jan-03 $6,638.89 $1,035.92 $7,674.81 $295,814.09
Feb-03 $6,661.85 $1,012.96 $7,674.81 $289,083.23
Mar-03 $6,684.88 $989.93 $7,674.81 $282,329.24
Apr-03 $6,708.00 $966.81 $7,674.81 $275,552.03
May-03 $6,731.20 $943.61 $7,674.81 $268,751.53
Jun-03 $6,754.48 $920.33 $7,674.81 $261,927.65
Jul-03 $6,777.84 $896.97 $7,674.81 $255,080.32
Aug-03 $6,801.28 $873.53 $7,674.81 $248,209.46
Sep-03 $6,824.80 $850.01 $7,674.81 $241,314.98
Oct-03 $6,848.40 $826.41 $7,674.81 $234,396.80
Nov-03 $6,872.09 $802.72 $7,674.81 $227,454.84
Dec-03 $6,895.85 $778.96 $7,674.81 $220,489.01
Jan-04 $6,919.70 $755.11 $7,674.81 $213,499.25
Feb-04 $6,943.63 $731.18 $7,674.81 $206,485.45
Mar-04 $6,967.64 $707.17 $7,674.81 $199,447.55
Apr-04 $6,991.74 $683.07 $7,674.81 $192,385.46
May-04 $7,015.92 $658.89 $7,674.81 $185,299.08
Jun-04 $7,040.18 $634.63 $7,674.81 $178,188.35
Jul-04 $7,064.53 $610.28 $7,674.81 $171,053.18
Aug-04 $7,088.96 $585.85 $7,674.81 $163,893.47
Sep-04 $7,113.48 $561.33 $7,674.81 $156,709.16
Oct-04 $7,138.08 $536.73 $7,674.81 $149,500.14
Nov-04 $7,162.77 $512.04 $7,674.81 $142,266.35
Dec-04 $7,187.54 $487.27 $7,674.81 $135,007.68
Jan-OS $7,212.39 $462.42 $7,674.81 $127,724.06
Feb-OS $7,237.34 $437.47 $7,674.81 $120,415.40
Mar-OS $7,262.37 $412.44 $7,674.81 $113,081.62
Apr-OS $7,287.48 $387.33 $7,674.81 $105,722.62
May-OS $7,312.68 $362.13 $7,674.81 $98,338.32
Jun-OS $7,337.97 $336.84 $7,674.81 $90,928.63
Jul-OS $7,363.35 $311.46 $7,674.81 $83,493.47
Aug-OS $7,388.82 $285.99 $7,674.81 $76,032.75
Sep-05 $7,414.37 $260.44 $7,674.81 $68,546.38
Oct-OS $7,440.01 $234.80 $7,674.81 $61,034.26
Nov-OS $7,465.74 $209.07 $7,674.81 $53,496.32
Dec-05 $7,491.56 $183.25 $7,674.81 $45,932.46
Jan-06 $7,517.47 $157.34 $7,674.81 $38,342.60
Feb-06 $7,543.47 $131.34 $7,674.81 $30,726.64
Mar-06 $7,569.55 $105.26 $7,674.81 $23,084.49
Apr-06 $7,595.73 $79.08 $7,674.81 $15,416.07
May-06 $7,622.00 $52.81 $7,674.81 $7,721.28
Jun-06 $7,648.36 $26.45 $7,674.81 $0.00
Lessee: City of Canton
sy: ~
(Authorized Signature)
Jerry M. Bohler, Mayor
(Printed Name and Title)
Date: ~~ ~/`/-
Lease No.202-0035.001
INSURANCE INFORMATION
LESSEE: Citv of Canton
l . In accordance with Section 17 of the Governmental Lease~Purchase Agreement ("Agreement"),
we have instructed the insurance agent named below, (please fill in name, address, fax and
telephone number),
Agency: Kiesewetter Insurance Agency
Agent's Name: Daniel C. Kiesewetter
Address: p _ _ Box ~ ~
Farmin ton, IL. 61531-0239
(309)
Phone Number: 245-2434 Fax: (309) 245-2541
to issue the following:
a. Evidence of All Risk Physical Damage
Insurance on the leased equipment and
Long Form Loss Payable Clause naming
First Capital Group, Inc. ("Lessor") and/or
its assigns as Loss Payee.
b. Evidence of Public Liability Insurance
naming Lessor and/or its assigns as an
Additional Insured.
MINIMUM COVERAGE REQUIRED:
$500,000.00 per person
$500,000.00 aggregate bodily injury
liability
$100,000.00 property damage liability
OR,
[ ]Self-Insured
2. Pursuant to Section 17 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 statute
authorizing this form of insurance.
Proof of insurance coverage will be provided to you prior to the time
that the equipment is delivered to us.
Lessee: City of Canton
BY:
utho •ized Official
Date: c~ l `/- y .~
farm $~38-G Information Return for Tax•Exempt Governmental Obligations
- Under Internal Revenue Code section 149(e)
(Rev. May 1999) OMB No. 1545-0720
- See separate Instructions.
Department of the Treasury Caution: Use Form 8038-GC if the issue price is under 5100,000.
Internal Revenue Service
~~ KelpOrLing AuthOrlty If Ampntic+ri Rntnrn rF~onL t,,,.,. ~ n
_
u r name
CITY OF CANTON -- - -~- -
2 Issuer's employer id~ i ication number
3 Number and street (or P.O. box if mail is not delivered to street address) Room/suite 4 Re
ort
b
2 N MAIN STREET p
num
er
G -
5 City, town, or post office, state, and ZIP code
CANTON IL 61520 6 Date of issue
7 Name of issue ~1. a10,-aQ3S.~N
S 8 CUSIP number
P e ~
9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representative
Jerry M. Bohl~r, Mayor
~ T..-~ .t 1.-.._ /_~_- (309 ) 647-0065
_.
-
11 ~~ ~~„~~~ a ua.aurC uva(esf ana enter ><ne Issue rice) See instructio
^ Education _
~ ~ ~ ~ ~ ~ ~ ~ ~ ns a
11 nd attach schedule
12 ^ Health and hospital
~ ~ ~ ~ ~ ~ ~ ~ ~ ~ 12
13 ^ Transportation _
~ ~ ~ ~ ~ ~ ~ ~ ~ ~ 13
14 ^ Public safety.
~ 14
15 ^ Environment (including sewage bonds) , 15
16 ^ Housing
~
~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ 16
17 ^ Utilities
~ ~ ~ ~ ~ ~ ~ ~ ~ ~ 17
18 ®Other. Describe - 18
19
20 If obligations are TANS or RANs, check box - ^ If obligations are BANS, check box - ^
If obit ations are in the form of a lease or installment sale, check box - ^
' Descri tion of Obli ations. Com lete for the entire issue for which this form is bein filed.
(a) Final maturity date (b) Issue price (c) p~ce at matuPitlyn average~gmaturity (e) Yield
21
22 Proceeds used for accrued interest 22
23 Issue price of entire issue (enter amount from line 21, column (b)) . 23
24 Proceeds used for band issuance costs (including underwriters' discount) 24
25 Proceeds used for credit enhancement . 25
26 Proceeds allocated to reasonably required reserve or replacement fund 26
27 Proceeds used to currently refund prior issues 27
28 Proceeds used to advance refund prior issues 28
29 Total (add lines 24 through 26) , 29
30 Nonrefundin roceeds of the issue subtract line 29 from line 23 and enter amount here) . 30
' Descri tion of Refunded Bonds Com lete this art onl for refundin bonds.
31 Enter the remaining weighted average maturity of the bonds to be currently refunded - years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded - ears
33 Enter the last date on which the refunded bonds will be called , -
34 Enter the date(s) the refunded bonds were issued -
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35
38a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see Instructions) 36a QOO _ n()
b Enter the final maturity date of the guaranteed investment contract -
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box - ^ and enter the name of the
issuer - and the date of the issue -
38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box - ^
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box - ^
40 If the issuer has identified a hed e, check box - ^
Under penalties of perjury, I declare that I have examined.this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, and complete.
Please
Sign ' ~ CZ
Here Signat re of i uer's authorized representative Date -O
For Paperwork RedtJction Act Notice, see page 2 of the Instructions.
~"c' f r ~f tit . r~ ~t (Pa-~ Ci-~ ('
Type or print n me and title
Cat. No. 637735
Form 8038-G (Rev. 5-99)
CITY OF CANTON
2 North Main, Canton, Illinois 61520 • Telephone 309/647-0065 • FAX 309/647-1310
Jerry M. Bohler, Naylor
Nancy S. Whites, city c~e~c
Patty Begird Franzoni, cry treasurer
Ronald J. Weber, cuyanomey
Linda Caudle, Publk Relations Coordinator June 5, 2002
First Capital Group, Inc.
5601 Office Blvd. NE, Suite 200
Albuquerque, NM 87109
RE: Governmental Lease/Purchase Agreement Number 202-0034.001 ("Lease")
between First Capital Group ("Lessor") and City of Canton ("Lessee")
Ladies and Gentlemen:
As counsel for lessee, I have examined duly executed originals of the Lease and the
proceedings taken by the Lessee to authorize and execute said Lease. Based upon such
examination as I have deemed necessary and appropriate, I am of the opinion that:
1. Lessee is a duly created and validly existing state of fully constituted political subdivision or
agency of the State of Illinois ("State") and has the power and authority to enter into the Lease and
carry out the terms thereof.
2. The interest component of the Rental Payments as set forth in Exhibit C to the Lease qualifies for
exemption from federal income taxes by Lessor under Section 103 of the Internal Revenue Code
of 1986, as amended and the related regulations and rulings thereunder.
3. The execution, delivery and performance by the Lessee of the Lease have been duly authorized by
all necessary action on the part of the Lessee. Alt applicable bidding and budgeting requirements
have been complied with. I have attached to my opinion copies of any resolutions adopted by the
Lessee relating to the Lease.
4. The Lease is a governmental purpose obligation and constitutes a legal, valid and binding deferred
payment obligation of the Lessee, enforceable in accordance with its terms and does not constitute
a debt of Lessee under the laws of the State of Illinois. In the event Lessor obtains judgment
against Lessee for money damages in connection with the Lease, Lessee will be obligated to pay
such judgment.
5. The Lease is in accordance with and does not violate the usury statutes of the State.
6. The equipment (as defined in the Lease) constitutes personal property and when subjected to use
by Lessee will not become fixtures under applicable law.
7. No litigation is pending or to the best of my knowledge threatened in any court or other tribunal,
state or federal, relating to the validity of the Lease.
8. The signature of the Official of Lessee which appears on the Lease and the attached documents is
true and genuine; I know him/her to hold the office set forth below his/her name. Such official is
duly authorized to execute the Lease and the attached documents. I have attached hereto a copy of
such authorization.
9. The current fiscal perio of L ssee ends on O O ;the next succeeding fiscal period
of Lessee ends on
Ve ly yo ,
unse f r esse
By:
~~,