HomeMy WebLinkAboutT3-81 •
Ordinance No. T3-81
AN ORDINANCE
AUTHORIZING THE ACQUISITION OF CERTAIN PERSONAL PROPERTY
BY A LEASE/PURCHASE AGREEMENT
WHEREAS, the City of Elgin is a home rule unit within the meaning of
the Constitution of the State of Illinois, 1970, and is thereby empowered
to exercise and perform any function pertaining to its government and
affairs, including the power to incur debt; and
WHEREAS, the lease and purchase of personal property for municipal
purposes is a function pertaining to the government and affairs of the City
of Elgin; and
WHEREAS, it is deemed advisable and necessary for the safety and welfare
of the residents of the City of Elgin to acquire certain personal property
known as an American LaFrance Custom Century Series 100 Foot Rear Mount
Aerial Ladder Apparatus equipment for the fire department; and
WHEREAS, it is hereby estimated and determined that it will cost one
hundred ninety-nine thousand four hundred and forty-seven dollars ($199,447.00)
to purchase said equipment for the City of Elgin, and funds are not presently
available; and
WHEREAS, First National Bank of Elgin, Elgin, Illinois, has agreed to
enter into a lease/purchase agreement with the City of Elgin whereby the City
of Elgin would lease the equipment with the option of purchasing same, such
lease/purchase agreement to extend over a period of five (5) years and pay-
ments thereon to be based upon the total cost of the equipment one hundred
and-ninety-nine thousand four hundred and forty-seven dollars ($199,447.00)
plus simple interest upon the unpaid balance at a rate of eleven and one
half percent (11%) per annum plus the sum of one dollar ($1.00) to be paid
at the termination or expiration of the lease/purchase agreement; and
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WHEREAS, the City of Elgin, by virtue of its home rule status, is empowered
to enter into the above lease/purchase agreement by this ordinance notwithstand-
ing any statutes of the State of Illinois to the contrary,
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
KANE AND COOK COUNTIES, ILLINOIS, as follows:
Section 1. It is hereby determined that it is advisable, necessary and
in the interest of public health, safety and welfare that the City of Elgin
/Tessee7 enter into a lease/purchase agreement with First National Bank of
Elgin 7TessorT for the lease/purchase of an American LaFrance Custom Century
Series 100 Foot Rear Mount Aerial Ladder Apparatus (equipment) and for the
purpose of paying the lease/purchase price thereof to enter into an agreement
with the lessor providing for the lease/purchase of said equipment at a total
cost of one hundred and ninety-nine thousand four hundred and forty-seven
dollars ($199,447.00) to be paid in five (5) annual installments with simple
interest on the balance remaining unpaid from time to time at elevan and one
half percent (11%) per annum plus the sum of one dollars ($1.00) to be paid
at the termination or expiration of the lease/purchase agreement.
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Section 2. That the City Manager and the City Clerk be and are hereby
respectively authorized and directed to execute the attached installment
lease/purchase agreement and do all things necessary and essential, including
the execution of any documents and certificates necessary to carry out the
provisions of the agreement.
Section 3. That this ordinance shall be in full force and effect from
and after its passage and approval in the manner provided by law and shall
not be restricted by or subject to any statute of the State of Illinois to
the contrary and shall be published in pamphlet form by authority of the City
Council.
s/ Richard L . Verbic
kichard L. Verbic, Mayor
Presented: August 26, 1981
Passed: August 26 , 1981
Vote: Yeas 6 Nays p
Recorded:
Published:
Attest:
s/ Marie Yearman
Marie Yearman, City Clerk
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State of Illinois
County of Kane ss Certificate of City Clerk
City of Elgin
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I, Marie Yearman, DO HEREBY CERTIFY that I am the City Clerk of the City of Elgin,
Illinois, and that as such City Clerk I am the keeper and custodian of the files and records of
said City of Elgin and the seal thereof.
I DO FURTHER CERTIFY that the attached is a full, true, and correct copy of
_ ,e,z,zdez,47--p ‘y
the original of which is entrusted to my care for safe keeping.
In Witness Whereof,I have hereunto set my hand and affixed the corporate seal of the
City of Elgin at the said City in the County and State aforesaid this ,/' day of •
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City lcrk. •
(SEAL)
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. • LEASE
This Lease is between the Lessor and the Lessee identified on the signatura page hereof.Lessor hereby'leases to Lessee and Lessee hereby leases
from Lessor the item(s) of personal property (herein collectively called "Equipment described in Schedule A") to be purchased by Lessor at
the purchase pricefs) set forth in Schedule A (herein called "Purchase Price(s)"). Lessor will cause the Equipment to be tendered to Lessee at
the location(s) indicated in Schedule A,subject to the terms and provisions hereof.
SECTION 1. • •
Selection of Equipment;supplier(s) not agent of Lessor
Lessee has selected the Equipment and the suppliers) thereof and Lessor shall have no liability for any delay or failure of the supplier(s) a;it
may affect Lessor's tender thereof. No supplier is an agent of Lessor and no supplier has bean authorized to act on behalf.of Lessor to waive or
alter any term of this Lease. No representation of any supplier, or any salesman or other agent of any supplier,as to the Equipment or any
other matter may in any way affect Lessee's obligation for payment of rent or any other obligation of Lessee under this Lease.
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SECTION 2. • • •
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Warranties(DISCLAIMER) •
Lessor warrants that it has received such title and only such title as was conveyed to it by the supplier(s)of the Equipment;Said warranty is in
lieu of all other warranties of Lessor whether written,oral or Implied. •
LESSOR HEREBY DISCLAIMS ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER OF
THE EQUIPMENT, ITS TITLE', ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, ITS CONFORMITY TO
SPECIFICATIONS OR PURCHASE ORDER, ITS DESIGN, DELIVERY OR INSTALLATION OR OPERATION.ALL SUCH RISKS SHALL
. DE BORNE BY LESSEE WITHOUT EXCUSINO LESSEE FROM PAYMENT OF RENT OR ANY OTHER OBLIGATION OF LESSEE
HEREUNDER ANO LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY DAMAGES ON ACCOUNT OF SUCH RISKS.
SECTION 3. • " . •
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Claims against supplier(s) .. •
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Lessor hereby assigns to Lessee, subject to the terms and conditions of this Section,all of the rights which Lessor has or may acquire against •
any supplier with respect to any warranty or representation relating to the Equipment,which rights Lessee is hereby authorized to assert and
enforce against any supplier but only during the term of this Lease and only if no event of default or any other event which after lapse of time,
or notice, or both would become an event of default under this Lease shall have occurred and be continuing (herein referred to as"incipient or
existing Event of Default") and, provided that, with respect to any assertion or enforcement by Lessee of any such rights against any supplier, •
Lessee shall Indemnify Lessor and hold it harmless from and against any and all claims and all costs and expenses,damages,losses and liabilities . :
suffered or incurred by Lessor resulting by any act by Lessee pursuant to this assignment.Any amount which Lessee shall receive as a result of .
any act pursuant to this assignment shall be received on behalf of and forthwith paid over to Lessor.Lessor agrees to apply any such amount,
end any such amount received directly by Lessor, to proportionately reduce Lessee's obligation to pay the rent then remaining due under
Section 6(b) hereof,but only to the extent which will not reduce to Lessor the net after-tax return on the Equipment which Lessor would have
otherwise realized hereunder. ; ^�:r•
SECTION 4. • • .• _
Acceptance of Equipment;amendment of Schedule A • ' • "`
• • Upon tender of the Equipment by the supplier(s-at the location(st indicated in Schedule A hereto,Lessee shalt immediately cause one or more— •
• of its employees, acting as agent for Lessor for such purpose,to inspect the Equipment and,ii found satisfactory,to-accept tender of the _
Equipment on behalf of Lessor. Lessor shall request the suppliers)•of the Equipment.to forward the invoice(s)•for the Equipment(addressed •
to Lessor) to Lessee and Lessee shall indicate such acceptance of tender on the face of such invoice(s),in such words and by such signatu:e as
shall be satisfactory to Lessor,end Lessee shall deliver such invoice(s) so accepted to Lessor for payment,whereupon,Lessee shall be Ceemed to •"
have unconditionally accepted for this Lease all items of Equipment described on such invoice(s),excepting only any item which has been
specifically marked "rejected" by Lessee thereon. As to all items of Equipment so accepted, Lessee shall thereupon be subject to all of the
terms and conditions of this Lease. By delivering such invoices) to Lessor, Lessee shall be deemed to have authorized Lessor to amend
Schedule A to this Lease by deleting any item(s) of Equipment specifically marked "rejected" by Lessee on such inovice(s), to reflect any . .
change in Purchase Price and to add serial numbers or other Identification Information to said Schedule,
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SECTION 5. "
Net Lease;no set off;filing •
This Lease is net, net in every respect, and no right, title or interest in the Equipment shall pass to Lessee,except the right to maintain
possession and use of the Equipment during the term of,and in accordance with the provisions of,this Lease.
Lessee's obligation to pay rent, and any other amount which shall be deemed to be rent hereunder end collectible as such (herein collectively
called "rent"), to Lessor or to any assignee of Lessor, shall be absolute and unconditonal,excepting only as expressly provided in Sec:ions 11
and 23 of this Lease, and Lessee shall not be entitled to any abatement or reduction of rent or any set off,counterclaim, recoupmNnt or
defense against all or any portion thereof for any reason whatsoever, including (without limitation) present or future claims against Lessor or
any assignee of Lessor,under this Lease or otherwise,or against any supplier by reason of any defect In any item(s) of Equipment,by reason of
any act of any person, corporation or governmental authority,or any other cause or by reason of any incapability of Lessor or any assignee. of '
Lessor to enforce this Lease, or because of any insolvency,bankruptcy,reorganization or other similar proceeding against Lessor,or any claim"
which Lessee has or may acquire against Lessor,or any failure of Lessor to conform or comply with any of the terms of this Lease or any other
occurrence whatsoever.
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Although this Lease is not a security agreement,this Instrument may be filed or recorded,or evidence thereof may be filed,under the Uniform
Commercial Code by Lessor,in its discretion,so as to give notice thereof to any Interested parties.
SECTION 6. •
Term and Rent;late charge •
(a) Term. The term of this Lease shall begin,with respect to any item(s) of Equipment,on the day on which Lessee shall have delivered to
Lessor any invoice(s) from any suppliers) on which such item(s) is described and not specifically marked "rejected" by Lesser., welch
Invoices) has been accepted by Lessee pursuant to Section 4 hereof,and shall Continue for the number of years as set forth in Schec:u::
hereto and until the Equipment shall be returned to Lessor pursuant to Section 12 hereof,unless earlier terminated under Section 23 hereof.
(b) Rent. Lessee shall pay to Lessor rent for each Item of Equipment In an amount equal to(1) the PurchasePrico of such item,times (2) the
"rental (lector" set forth In Schedule 0 hereto,said rent to be payable In advance on the tint day of each Consecutive payment period as
forth in:aid Schedule.
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. Cc) Address. All rent payable under this Lease shall be paid to Lessor at the address set forth in Schedule B hereto or at such other place as to
which Lessor may from time to time advise Lessee in writing. ' .
' (d) Lessor's.execution'required. Anything to the contrary herein notwithstanding, the Lease shall not become effective unless it shall be
executed by Lessor's duly authorized officer(a).
(e) Late charge. In the event that any rent hereunder shall not be paid when due,Lessee shall pay Lessor,as additional rent hereunder,a Iota
charge on any overdue payment equal to (1) the amount of such overdue payment, times (2) the number of days from and including the day
next following the due date thereof until and including the data of payment, times (3) the "daily late charge rate"as set forth in Schedule B
hereto (or,if less,the maximum permitted by law). '
SECTION 7, ' •
Use and location '
Lessee hereby covenants that the Equipment, until returned to Lessor pursuant to Section 12 hereof,will be used solely in the conduct of
Lessee's business, in a careful manner and in compliance with all statutes, laws, ordinances end regulations of any governmental authority
applicable thereto and that it will at all times keep possession and control of the Equipment and keep it within the United States of America
and at the location(s) set forth in Schedule A hereto,any such location to be changed only after Lessee's notice to Lessor and Lessors written
approval thereof,which approval Lessor shall not unreasonably withhold. •
SECTION B. .
' Maintenance;repairs and additions • - .
• Lessee shall at its own cost and expense, during the term hereof,keep the Equipment in good repair,condition and working order and shall :
'furnish any and all parts,mechanisms and devices required therefor,which shall become the property of Lessor.
. Lessee may, at its own cost and expense, attach or affix additional parts or accessories to the Equipment provided that they do not, in the •
opinion of Lessor, impair the value or utility of the Equipment and any parts or accessories so added shall remain the property of Lessee and
'may be removed by Lessee at any time prior to the return of the Equipment under Section 12 hereof,provided that in the opinion of Lessor,
such removal does not impair the value or utility of the Equipment or any item thereof as such value or utility would have been if such
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additions) had not been made.Any parts or accessories permitted under this paragraph to be removed but not removed prior to such return of
the Equipment shall become the property of Lessor.
inLeie'st ut Lt..ur err ally n.aiynev of Lesser th71e;• ,es f,an, .,,,,a to t.,,,err,a) Le ree,On..biy cataJ if Lcaa.rr,
SECTION . . .:
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' Insurance;loss payable clause; --.,:• ,•.. -t •_ ' '
P Y :,. •*U
. Lessee shill during.the term of-this Lease, at.Its own cost and-expense, continually'mainta i and en orcsable physical _
• ' r•damaga insurance insuring against at lease such risks of toss and.damage to.the Equip.menresare pecified-ireS edu eC hereto,in an amount. —
— not less than the Stipulated Values computed in accordance with Schedule E hereto. • ' . '
• In addition, Lessee shall during the term of this Leasa,at Its own cost and expense paeelsasa-awdRconrinualry maintain va►id and enroroeeoir
• general liability insurance with respect to the Equipment, insuring against the risks of loss ordamaee to the persors or property of othercwith ''' .:••'
•• minimum limits of liability for any one occurrence as specified in Schedule C hereto. :..••::'. .. _ .
Such Insurance necessary to comply with this Section shall be maintained with insurers satisfactory to Lessor and, by endorsement of the
policies therefor or by certificate, shall name Lessor and any assignee of Lessor as additional named insureds or loss payees as their respective
interests may appea•. Prior to the commencement of the term of this Lease and at least ten (10) days prior to the expiration date of such
- policies, Lessee shall deliver-to Lessor copies of such.policies with such endorsements thereon or certificates therefor which shall indicate
compliance with the requirements of this Section and satisfactory evidence of payment of all premiums due therefor. Each such policy end •
endorsement or certificate shall contain the agreement of the respective insurer to give Lessor at'least ten (10) days written notice of alteration
or cancellation for any reason and notice of nonpayment of any premium when due. . .
Lest,., he,_5e ,
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SECTION 11.
. Loss and damage ( ( • .
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In theevent that at anytime or times during the term of this Lease y item(s)�of Equipment shall become lost,stolen,destroyed,condemned,
requisitioned, taken by eminent domain or damaged to the extent that,In the opinion of Lessor,the cost to repair such damage would exceed
the value of such item(s) (such events being herein collectively called "Event of Loss" and any item(s) of Equipment becoming subject to,n
Event of Loss being herein called a "Lost Item"), Lessee's obligation to pay rent and any other obligation of Lessee hereunder shall continue
unless and until Lessee shall pay to Lessor the Stipulated Value applicable to such Lost Item(s),computed under Schedule E hereto,as of the
rental payment date next preceeding the date of such payment; whereupon, beginning on the rental payment date next followinn Lessor's •
receipt of the Stipulated Value,Lessee's obligation to pay rent under Section 6 (b) hereof shall be diminished by omitting the Purchase?rice!s'
of the Lost Item(s) for which the Stipulated Value was received from the computation of rent due under that Section,but only to the extent
which will not reduce to Lessor the net of ter-tax return on the Equipment which Lessor would have otherwise realized hereunder.
With respect to such Lost Item(s) for which Lessor shall have received Stipulated Value(s),Lessor shall forthwith deliver to Lessee a quitclaim
bill of sale for such Lost I tem(s) in"as is"condition wheresoever such Lost Item(s) may be.
In the event that Lessor shall have received Stipulated Values with respect to all Items of Equipment,this Lease shall terminate on the date of
such f aceipt of the last of such Stipulated Values,provided that there shall be no incipient or existing Event of Default on that data.
In the event that at any time or times during the term of this Lease any damage shall occur to any item(s) of Equipment which :hall not resu:t
in an Event of Loss, Lease, shill repair the same as required under Section 8 hereof, If as a result of any such daps✓e. to ,env I'e:rt“.$) of
• Equipment, Lessor shall receive any sum(s) from the insurer under the physical damage Insurance policy required to be maintained under
Section 10 hereof, Lessor shall either apply such sum(a) on behalf of Lessee for the repairs so made or reimburse Lessee for its paym-nt::)
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SECTION 12. L. • •
Return of Equipment •
• Upon the termination er expiration of this Lease,or if any Event of Default shall occur hereunder, Lessee shalt forthwith at Its own prepaid
• cost and expense, return the Equipment to Lessor et such place as Lessor shall have specified•within a twenty•five (25).mile radius of the 1
location set forth in Schedule B hereto in the condition required under Section 8 hereof and free and clear of all liens,encumbrances and rights
of others, with only such exceptions as are mentioned in Section 13 hereof. Any failure by Lessee .to return the Equipment as•required
hereunder shall constitute an automatic renewal of this Lease,at the rent payable theretofore,until the Equipment shall be returned as required
• hereunder, .. . , . -
•SECTION 13.
Liens:personal property . ••
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Le..ee•will not directly or indirectly create, incur,assume or suffer to exist any mortgage,security interest,pledge,charge,lien,encumbrance-
pr claim on or with respect to the Equipment, title thereto or any interest therein,except (a) the respective rights of Lessor and Lessee as •
herein provided, (b) liens or encumbrances which result from any action or inaction of Lessor or from any claim against Lessor(other than any • .
such liens or encumbrances which arise from Lessee's failure to perform any obligation of Lessee hereunder);(e)liens for taxes either not yet
due or being contested, in the opinion of Lessor, in good faith and by appropriate proceedings and (d) inchoate materialmen's,mechanic's, •
• workman's,repairmen's,employee's or other like liens arising in the ordinary course of business and not delinquent. • ,
Lessee will immediately notify Lessor of, and Lessee will immediately at its own cost and expense take whatever action is necessary to duty
discharge, any such mortgage, security Interest,pledge,charge,lien, encumbrance or claim not excepted in (b), lc) end (d) above,When the .
same may arise at any time,until the return of the Equipment pursuant to Section 12 hereof.
The Equipment is and shall remain personal property and shall not be deemed to be affixed to or be a part of any real estate on which it is •
. • situated, notwithstanding that any item(s)of Equipment,or any part thereof,may be or become,in any manner;physically affixed or attached ';:.:
.to any land or building. Lessor may et any time,and from time to time, require Lessee to obtain,and Lessee shall forthwith so obtain and .
••• deliver to Lessor in form satisfactory to Lessor, a waiver of any interest in or claim.upon the Equipment by any present or future landlord, . '
' mortgagee or owner of such real estate. • • .. •
SECTION 14. •• . •
Taxes .. • • . ., .
Lessee agrees to pay, and does hereby agree to hold Lessor harmless'and indemnify Lessor from and against any and all sales,use,personal
property, gross income,gross receipts, leasing, leasing use, stamp, license fee or other taxes,levies,imposts,duties,charges or withholdings of
any nature (together with any penalties, fines or interest thereon and any income tax on any payments made under this Section which shall be
•. taxable as Income to Lessor) imposed against Lessor, Lessee or the Equipment by any Federal,State or local government or taxing authority
-upon or with respect to the Equipment or upon the purchase,ownership,delivery,lease,possession,rental,use,operation,return,sale or other
• . -disposition thereof hereunder or in connection herewith,or upon the rentals,receipts or earnings arising therefrom,or upon or with respect to
this Lease (excluding,however, all Federal,State and local taxes on,or measured by,the net income of Lessor).unless,and to the extent only ' ••
that any such.tax, levy, fee,'duty,.impost, charge ar withholding is being.contested,in Lessor's opinion, in_good faith and by appropriate = .:::,
. • .:proceedings and Lessee shall haveprovided Lessor-with such security pending the final outcome of such contest.as Lessor shall reesortaoly '
. consider to be appropriate.. _• • ' _ • •• e"i"c.•�- _ -
_;, ...• _.. .•_ ._.., _. . .. ,• _�. .-_. :-. .. .....:.:•� .•._ ... _ . ..:- • -• -- ...�-- site - __
Leswe agrees to file with the appropriate authorities all tax returns and reports which shall be requiredwith respect to any obligation of Lessee_ _
,under this Section and to furnish:Lessor with a copy.of each such return and'report within thirty (301'days after the due date of such filing.. . ' _
Neither the termination or expiration of this-Lease-shall relieve Lessee of its obligations under thisSection•whicfrmay accrue prior to the return
. ;•-•:-.of the Equipment pursuant to Section 12.hereof_-.,;,..• • . .• ..
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SECTION 15. . r•-•. _.{ :,,.. ::r: .
Lessor's right to Perform for Lessee �<
If Lessee fails to make any payment or perform any obligation under this Lease the Lessor may,but shall not be required to,pay or perform
- , the same. Any payment thereby made by Lessor and the costs and expenses thereof,including (without limitation) reasonable legal fees and '
.expenses in connection therewith, shall thereupon be and become payable by Lessee to Lessor,upon demand,as additional rent under this
Lease. •
•SECTION 16, '
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Lessor's Inspection
• Upon any request by Lessor, Lessee shall make available for Lessor's inspection,at any reasonable time at the location(s) of the Equipment
hereunder, the Equipment and Lessee's records as to the use,maintenance and repair thereof. •
• SECTION 17. .
Lessee's representations and covenants • ,
Lessee hereby represents and covenants that: ••• . • . . •• • . •
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(a) This Lease is a lawful, valid and binding obligation of Lessee, enforceable in accordance with its terms,and has been duty authorized and
executed for delivery by Lessee; . .
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(b) Any information concerning Lessee's financial condition which has been or will be submitted by Lessee to Lessor with respect to this Lease
was and shall be true and correct; .
(c) To the best of Lessee's knowledge and belief,all items of Equipment are new end the use thereof by Lessee hereunder will constitute the
original use thereof;and
(d) Lessee covenants that it does not and will not make any claim or representation nor do any other act which may interfere with Lessor's full
enjoyment of the right to the most accelerated depreciation allowed by the Internal Revenue Code and Regulations thereunder for new and
unused property with respect to the Equipment and,If the investment Tax Credit shall riot be passed through to Lessee but shall be retained by
Lessor hereunder, Lessee further covenants that it will make no claim nor do any other act which may interfere with Lessor's full enjoyment of
the Investment Tax Credit with respect to the Equipment. Lessee expressly agrees hereby that any failure,breach or contravention of any of
the covenants of this paragraph shall, in addition to constituting a default by Lessee under Section 19 hereof, permit Lessor (in lieu of
exercising the remedies provided for default in Section 20 hereof,but not as a waiver of such default) to elect,by appropriate notice to L'ssee,
to continue this Lease by Increasing the "rental factor" for computation of rent under Section 6(b)hereof,from and after such default,so.is
to provide to Lessor (i) the net alter•tax rate of return with respect to the Equipment which Lessor would have realized if the covenants in this
paragraph had been kept and performed by Lessee and 60 any net after•tax interest and penalties assessed against Lessor as a result thereof,
SECTION 13. ' . . • . . - . . . -
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Lessee's indemnification of Lessor • • • - • •
Lessee agrees to, and does hereby, indemnify and hold Lessor, its successors and assigns and its beneficiaries,agents,employees,officers and
directors harmless from and against any'and all expenses,liabilities or losses whatsoever including(without limitation) reasonable legal fees end •
expenses relating to or in any way arising out of this Lease or the purchase,ownership,delivery,lease,possession,rental,use,operation,re:urn, •
sale or disposition of the Equipment hereunder or in connection herewith including (without limitation) any expense,liability or toss rela;i.ig •
to, or in any way arising out•of,any injury to any person or property,patent Or invention rights,whether such injury may have been caused by ,
or bs attributable to any defect in the Equipment, or any negligence by or for the Lessor upon any theory of strict liability (excepting only if . •
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• such negligence by or for the Lessor shall have been gross or wanton),or by any other cause.
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Lessor shall give Lessee, and Lessee shall give Lessor, notice of any event or condition which requires Indemnification by Lessee hereunder or - . ' .
any allegation of such event or condition, promptly upon obtaining knowledge thereof,and to the extent that Lessee makes or provides for
- payment under the indemnification provisions he►eof, to the satisfaction of Lessor,Lessee shall be subrogated to Lessor's right with respect to
such event or condition and shall have the right to determine the settlement of claims thereon;it being agreed that,except for such satisfaction
of Lessor, Lessor shall have the right to determine any such settlement. .
All amounts due under these indemnification provisions shall be payable by Lessee upon demand of Lessor and shall be deemed to be rent :•:
• hereunder and collectible as such. -,�i,r: . ,. .;,;.;......'� - - . . -;;.:,'.'''+': '
The termination or expiration of'this Lease shall not relieve Lessee of its obligations under this Section which may have accrued prior to the ' - '
return of the Equipment pursuant to Section 12 hereof, , s.:..-4_e. ..•,,.r.•.a::..•.;�...• .• ate:':..-is.v,.,.t.. -;t:i••, ...:`:.+: i .•
•ti '.��_�. •��".�: ',y;-. _ _ rat
SECTION 19. •.a. . 1`, :.s e• -..-" :T: *"";;'; ::ir:,
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EvenroolOefault' .::,.'�:. -_ ..,.• :;.�„�''��...a: <:,,�r:ar:-;-•-� .tl.:�. _t1.- .:>..="-:�'-= - - _r,,. ,.c,_ _ __ ;�,..-,:
;.` • _;;� , .,,4= .•«. ^1 "-( '• _teta:.i.et:;h-r._'si:..L..V,':i:'.-f.:TC:2-= :. •J- i: .3 •.,-
Any of the following shall Constitute and Event of Default hereunder,whether occuring-voluntarily orinvoluntarily by.operation of law or:� ,!_`:•:',-.
pursuant to any order of any court or governmental agency:., : ';•'.•.,; :';{; ::!i,°: :;.••
(a) Lessee shall fail to make any payment of rent or any other amount payable hereunder when the same shall become due and such failure '' • '
shall continue for a period of ten (10) days; '•• - • •
(b) Lessee shall fail to perform or observe any other'covenant, condition or agreement as required under this Lease and such failure shall •''•:'. '
• continue for a period of ten (10) days of ter notice thereof from Lessor to Lessee;
- - f•r - •6%.-:.s-• .......: ,:. r.:..:�ems,«.: .-. _ ''. ..
(c) Any representation made by Lessee to Lessoi,'or`to any agent of Lessor,.hereunder shall-be untrue in any material.respect when made:::-~ : ; ":;'.'
(d) Lessee shall make, permit or_suffer arty unauthorized assignment or transfer of.'this`.L-ease'or any interest`therein;"or'anyitem(s)•of-'. •',
Equipment ment or an interest therein,orpossession of anyitem(s) of E ui ment; ' ^' :.�'--"'7^='`'''• '"''":" "`%'„' "'-: ':'' -
.. ... - .. .. ;:;s::tip._ :{,;:::..�, ._
• (e) Any writ of attachment or execution is levied on any item(s) of Equipment and is not released or satisfied within ten (10)days;or •:-;•; ''':'',`: :- -•
(I) Lessee becomes-insolvent•or-admits in writing its inability'to pay its debts'as they mature or•applies fort or'eonsents to;'or acouiescee in-the'=:�_=
appointment of a trustee or receiver for thn.Lessee-or fora art of its'p p perry;ot in theebsenceoCi substantial r0 . ':
' .•
uchapoficatiort, onsent.or
a quiesence,,a trusree•or-receiveris appointed for:Lessee_or for
_ a substantial part of itspropert-and isaordisetrarg`ect w+tlrin-sixty(60}:daYs;•••oi77.:_?.-7:77.
any bankruptcy; reorganization, debt arrangement.-or:other:proceeding under any:bankruptcy or,insolvency.lew;-;or.arr/.dissolution or-.:_.'.:
I:rlui[!a;ion proceeding is instituted by or against Leesea and,it.insiituied•against Lessee.irconsentecttooc acquiesced-in by Lessee orshart riot '
be dismissed within:sixty (60) days.•- -- »,. ,� _ -- •' .-'^ +.. r ..- - _- - .
.ti'•. ..• !I+- ''v t:,.-r-t.'., _ �.Jr.i�..•,-...\n's�i.��,'t�.�?-'- -� Z:r�-i�:i'-,.2�•r�^�..wn .e�7=-•.....'" ._--•�
SFrrTiON 20.E - - - - �.- --. �-..._ ... -.�..:.:.
Remrldl_s _ - - - -- — -
Upon the occurrence of any Event of Default hereunder, Lessor shall be entitled to:,;,;..t.':''ja'';' = _ " --'='-' 'y =.'r- - ••- -
(a) Proceed by appropriate Court action (s) to enforce performance by Lessee of the terms and conditions of this Lease;, ;• ';;. "•• ' '-' '
r:.
(b) Take possession of the Equipment,without demand or notice;wherever located;without'court order orany proceis of law and Lessee
hereby waives any and all damages reasonably-occasioned by-such taking•end agrees that•such taking shall not constitute termination of this •-•-,'-:.. !:~-
Lease; r t.•,.a;.n=.rlv.::•,.-._
(c) Terminate this Lease by notice to Lessee; .' -
(d) Sue for and recover from Lessee, as liquidated damages hereunder•and not as a penalty,an amount equal to the sum of(i) the Stipulated • -
Value computed under Schedule E hereto as of the rental payment date next preceding the date of the Event of Default, (ii) all rent owing.• •
hereunder to and including the date of the Event of Default, (iii) all costs and expenses reasonably incurred in searching for,taking,removir•.,, - -
keeping, storing, repairing, restoring and selling the Equipment, (iv) all Other amounts owing by Lessee hereunder, whether as rent, .,• • ..
indemnification or otherwise;and (v1 all costs and expenses including (without limitation)reasonable legal fees and expenses incurred by Lessor -
as a result of Lessee's default hereunder (all of which amounts are hereinafter collectively called"Lessee's Indebtedness"); - -
le) Sell any or all (tems'of the Equipment at one or more public sales,each without notice to Lessee,or at One or more private sates,each with • -
ten (10) days notice to Lessee,for cash or credit,and to.recover from Lessee as liquidated damages hereunder and not as a penalty,an amount .
equal to the amount by which Lessee's Indebtedness shall exceed the net proceeds of such sale;and/or • • ..
(f) Exercise any other remedy or remedies available at law,in equity or in bankruptcy or Insolvency proceedings, • • '
Neither repossession, nor termination, nor any other remedy exercised by Lessor under this Section shall excuse or discharge any of Lessee's
• obligations under this Lease. Lessee hereby agrees that all remedies under this Section are cumulative and may be exercised concurrently or
separately without prejudice to any other remedy of Lessor hereunder,
Lessee's Indebtedness shall include interest et the daily late charge rate as set forth in Schedule B hereto,to be computed from the date(s) on .
which each element of Lessee's Indebtedness shall have become due until and including the date of Lessor's receipt thereof. .
SECTION 21. . . •
Assignment;sublease r: ;'„ ,•,. ,
Lessee shall not, without Lessor's prior written consent Ca) assign, transfer, pledge, hypothecate or otherwise dispose of this Lease or any
irtteie,t therein; or (ts) sublet, lend or otherwise permit other than incidental use or possession of the Equipment by anyone other than Lessee
one Lessee's employees. ,
.. • A r 1 . -
r •
•
Lesior may at any time,upon notice to Lessee,transfer,sell or assign this Lease or any Item(s) of Equipment,or any rent or any other amounts
due or to become due hereunder and (and Its transferee.may sell or assign the same, with notice to Lessee) and, in such event, Lessor's
• transferee or assigner shall have all of Lessor's rights,powers,privileges,indemnifications and remedies under this Lease.Any such transferee or
assignee shall hot be obligated to perform any duty,covenant or condition required to be observed or performed by Lessor,and shall not be
obligated to perform or see to the performance of any warranty,express or implied,made by Lessor;all such obligations to survive as the sole
. responsibility of Lesior. Lessee hereby agrees for the benefit of any such transferee or assignee of Lessor that Lessee's obligations under this
Lease, including (without limitation) Its obligation to pay rant and any other amount due hereunder sisal! not be subject to any reduction,
abatement, sat oil, counterclaim, recoupment or defense for any reason whatsoever,excepting only such reductions as are provided for in
Sections 3 and 11 of this Lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs,legatees,personal
representatives,successors and assigns of the parties hereto.
SECTION 22. . • •
Financial information '
During each year of the term of this Lease, es soon as practicable after the close of each fiscal year of Lessee.Lessee will furnish to Lessor a
copy of its annual audit report prepared by independent certified accountants, or other accountants satisfactory to Lessor, unless the
equivalent of such report Is available to Lessor upon request, without charge or investment, in- the form of Lessee's annual report to
shareholders,during each such year at such time, - • ,..T
SECTION 23. •
.Lessee's option to terminate and purchase
• :Provided that there shall be no incipient or existing Event of Default, Lessee may at its
'option terminate 'this lease as provided in schedule D by.giving notice of termination to • •
Lessor, which notice shall specify the intended termination date and shall be given at
.least ninety (90) days prior to such termination date. ' The termination date may only be
•
Ion an annual payment date.,: .
: •
'
Provided
that .there 'shall be no incipient or'.existing'Event 'of Default, 'Lessee may at -its •
• • ,option purchase the equipment as provided in'schedule F by giving notice of purchase to
.Lessor ninety (90) days .prior to the expiration of .this lease. ,
t 1 . ..
•
'Notices ..,.•4j,, • r,. ;•...::, ..., •;• ". .�_.-
,::All notices-required hereunder shall be b-certified•or registered malt and any such notice shall become effective when deposited in the United
•
States !Mil, with proper postage prepaid,addressed-to the respective-party.at its address as set forth on the signature page of this Lease,or at'
'such other address as either party may designate-to the other from time to time. • • •• • .
•
SECTION 25. ' •
. : . .. :. c _
• Severability:entire agreement;waiver ' .• • ,
•
• • Any term or provision of this Lease which Is prohibited or unenforceable In any Jurisdiction shall,as to such Jurisdiction,be Ineffective to the , .
, .'_••extent of such prohibition or unenforceability without invalidating the remaining terms or provisions hereof, end any such prohibition or
unenlorceability in any Jurisdiction shall not Invalidate or render unenforceable such term or provision in any other jurisdiction.
This agreement constitutes the entire understanding between the parties with respect to the Equipment and includes Schedules A (description
of Equipment and the location thereof), 8 (term, rental factor, payee, late charge rate, earliest time for termination, choice.of law State and
place of return of Equipment), C (insurance coverages required), D (Termination Values), E (Stipulated Values) and F (purchase end remade:
options and Investment Tax Credit election),all of which are attached to and are hereby incorporated by reference into this agreement Dnd ore
subsumed under the word "Lease" as used herein.No term or provision of this Lease may be changed,waived,discharged or terminated orally,
• but only by an instrument in'writing signed by the party against which the enforcement of the change, waiver, discharge or termination :s
sought. A waiver on any one occasion shall not be construed as a waiver on any other occasion.Forbearance by Lessor to invoke any remedy a:
any time shall not constitute a waiver by Lessor of any covenant or condition to be performed by Lessee and such remedy may be invo:<ec' ,:
any later time until performance by Lessee shall have been completed.
SECTION 26. •
Cnnice of low •
The rights end liabilities of the parties hereunder shall be interpreted,enforced and governed,in all respects,by the laws of the State indicated
on Schedule 8 hereto. Lessee hereby consents to the jurisdiction of any local,State or Federal court within said State;waives personal service
of tiny and all process; and, consents that all such service of process may be made by certified or registered mail, return receipt reclues:eC.,
directed to the Lessee at the address hereinbelow stated.
•
• 5
SECTION 2), ,
,
N.isccllzneout ' •
Time s.'aatt be of the essence with respect to all provisions which concern the payment of rent hereunder. This lase may be executed in •
counterparts, which together shall constitute but one and the same instrument,but the counterpart delivered to the Lessor shall Se deemet: to
br the original counterpart. The word "Lessor" as used herein shall include all assignees of Lessor. Lessor shall have the right at Jny time or
times, by notice to Lessee, to appoint any person or entity to act as agent or trustee for Lessor for any purpose hereunder.The captions herein
.are for con.eitience of reference only and shall not define or limit any of the terms or provisions hereof.The term"business days""usvwd herein
means calendar days excluding Saturdays,Sundays,holidays,and other days on which banking institutions in the State referred to in Section 20
h'Qof are authorized to remain closed. Any action required to be taken by Lessee hereunder shall be taken at Lessee's sole cost and ex?ens.,
un:es.s otherwise provided herein.
SECTION 28.
Lessee has advised Lessor that Lessee is a self-insured municipal corporation. Lessee •
specifically adknowledges that notwithstanding the failure of Lessor to enforce its
rights under the provisions of. Section 10 hereof, Lessee shall not • be relieved from
any obligations hereunder, specifically including but not limited to its obligations
under Sections 8, 10, 11 , 12, 15, 17, 18, 19, .20 and 23.
SECTION 29.
The payments and the purchase price hereunder as set forth in Schedule B and D $ E are
computed upon the basis that interest paid by Lessee to Lessor is not subject to United
States Income Tax. In the event the Internal Revenue Service should claim that the
interest paid is subject to Federal Income Taxation, and Lessor is held to be liable for
payment of additional tax, interest and any penalties by virtue of the fact that the
interest paid by Lessee is subject to Federal Income Tax, Lessee agrees to indemnify and
hold Lessor harmless from any loss arising from such a claim by making an additional
payment of interest to Lessor, to the extent that Lessor, after paying all such income
tax, including interest and penalties, if any, shall have the same interest income
remaining as if such interest were not subject to United States Income Tax. Lessee agrees
that this and all other obligations of Lessee shall survive the termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be duly executed on behalf
of each of them as of the dates indicated below opposite their respective executions.
Dated -1 .L LESSOR /
'hE�'�'T 1IO , :, s��tf� ELGIN
• By' �e4W'IT#JI/
Tit - ��' �;;�ident
Add (117
Elgin, Illl' ois \ 60120
LESS E
Dated CI OF GIN
By:
Attest: Title:
(Assistant Secretary) .
Address:
SEAL
• Lessor - The First National Bank of Elgin
Lessee - City of Elgin
Schedule A
Equipment
Description
American LaFrance Custom Century Series 100 foot
rear mount Aerial Ladder Apparatus. .
The price invoice by and payable to vendor(s) for the above is $ 199,447.00
Sales tax due and payable upon purchase of the above is % - $ -0-
Purchase Price $199,447.00
All of the above will be located at . 15SS Larkin Ave. E1_in Illinois
To be ' •ne• •y sig �'.,.�'es
TA . Na ►i o, 4 .nk of 1 • n
LESSOR: ,/i7\__ .t :?ii.. .f '4V. %._�► \
187 ElgAir
LESSEE: W.. 11=Fr V ki
•
•
. Lessor - The First National Bank of Elgin
•
Lessee - City of Elgin
Schedule B •
The term of this Lease, under Section 6 (a) , shall consist of an initial
payment plus Five (5) consecutive annual payments, which is equal to 5
years.
The rental factor, under Section. 6(b) , does not apply,
see schedule Bl. The rental payment shall begin 14 days
- after acceptance by Lessee and annually thereafter on
•
the same day of the same month.
All rent, under Section 6(c) , shall be payable to:
• The First National Bank of Elgin
6 Fountain Square Plaza
. Elgin, Illinois 60120
•
Attn: Commercial Loan Department
The daily late charge rate, under Section 6(e) , is 0.04168 percent.
.
Under Section 26, the laws of the State of Illinois shall govern.
The equipment is to be returned to Lessor, pursuant to Section 12,
at a place to be specified within a twenty-five (25) mile radius
of the following city: Elgin
•
•
THE FIRST NA /ONAL OF I
LESSOR: By .1 4�� r/ 1///7
CITY OF E.
LESSEE:By ill,
AAL►_
SCHEDULE B "1"
ANNUAL PAYMENT SCHEDULE
Lessor - The First National Bank of Elgin
Lessee - City of Elgin
Advance rental to be received 14 days after receipt by the City of
Elgin the Aerial Ladder Apparatus is in the amount of $39,889.40:
Date Principal Interest Annual Payment
9/82 $ 31,911.52 $ 18,349.12 $ 50,260.64
9/83 31,911.52 14,679.30 46,590.82
9/84 31,911.52 11,009.47 42,920.99
9/85 31,911.52 7,339.65 39,251.17
9/86 31,911.52 3,669.82 35,581.34
Lessor - ii• - 'rs -tional .Bank •f Elgin
011
1114
iz,A 4,A 4,441_4. _-!-------09
liirill
Lessee - ‘11- •f Elgin S
I
. r
By A.AI
•
Lessor - The First National Bank of Elgin
.
Lessee - City of Elgin .
•
Schedule C
The risks of loss and damage to the Equipment to be covered by the
physical damage insurance policy for which certificates are required
from the Lessee under Section 10 of the Lease are, at least:
(See Page 6, Section 28 of LEASE)
•
•
The minimum limits of liability, per any one occurrence, under the general
liability policy for which certificates are required from the' Lessee under
• Section 10 of this Lease is:
One Million ($1,000,000) Dollars •
►i IR / NATIONAL i OF ELGIN
!z4 Lessor: / , �_ --/77
dtlirti
-:"u+" / 1.il'
A OF E GI a
Lessee: By w ,`t. I.
SCHEDULE D $ E
Termination: The Lease may be terminated at the due
date of any annual payment by a payment
of the following amount:
First Year $177,906.72
Second Year $142,325.38
Third Year $106,744.03
Fourth Year $ 71,162.69
Fifth Year $ 35,581.34
Lessor: • /TIO
iF ELGIN
By
•
Lessee: AOF E I i
BY I. Ali
•
Lessor - The First National Bank of Elgin
. Lessee.- City of Elgin
•
Schedule F
•
Lessee' s Options to Purchase
•
•
Provided that there is .no incipient or existing Event of Default,
upon ninety (90) days notice of its election to Lessor prior to
the expiration of this Lease, Lessee may elect, with respect to
all but not less than .all items of Equipment which are subject to
this Lease on the date of such election, to Purchase the Equipment
as of such expiration for the sum of one dollar.
•
To be signed by signatories
THE FIRST/TIONAL B' ► K ELGIN
•
LESSO.I„ W:OLF.._
CIT OF ELGIN
(/--)\\ II
LESSEE: ,..A v►�