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M M
RESOLUTION NO.
8,748
442
A RESOLUTION AUTHORIZING THE
EXECUTION OF A MUNICIPAL LEASE AND
OPTION AGREEMENT BETWEEN THE LITTLE
ROCK AMBULANCE AUTHORITY AND LASALLE
NATIONAL BANK.
WHEREAS, the City of Little Rock, Arkansas (the "City "),
pursuant to Act No. 142 of the Acts of the General Assembly of the
State of Arkansas for the year 1975 (the "Act") is authorized to
establish public facilities boards for the purposes set forth in
the Act, which include providing emergency medical services and
other medical services, and assisting in the financing of
emergency medical health care facilities and other facilities
related thereto within or near the City; and
WHEREAS, the City has created and established the city of
Little Rock, Arkansas, Emergency Medical Health Care Facilities
Board, commonly known as the Little Rock Ambulance Authority d /b /a
Metropolitan Emergency Medical Services (the "Authority ") for the
purposes set forth above, pursuant to Ordinance No. 14,062,
enacted June 16, 1981; and
WHEREAS, the Authority has requested the City to approve a
Municipal Lease and Option Agreement to be dated as of July 1,
1992, between the Authority and LaSalle National Bank (the
"Lease ") to provide for the use by the authority of three (3) 1992
Type III Excellence Golden Eagle Ambulances /E350 Ford Chassis -
Diesel (the "Ambulances "); and
WHEREAS, the Board of Directors of the City of Little Rock
finds that the Lease is necessary in order to accomplish the
objectives of the Authority previously mentioned.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE CITY OF LITTLE ROCK, ARKANSAS:
SECTION 1: That the City of Little Rock Ambulance
Authority is hereby authorized to execute, deliver and perform its
obligations as lessee under, a Municipal Lease and Option
448
Agreement with LaSalle National Bank in substantially the form
attached hereto as Exhibit A with such changes and modifications
as the Authority shall deem advisable. The principal amount of the
rental obligations of the Authority pursuant to the Agreement
shall not exceed $225,000. The rental obligations of the Authority
pursuant to the Lease shall be paid solely from the user fees,
charges and other revenues of the Authority, and the City shall
not undertake to pay, or be responsible for the performance by the
Authority of, any of the obligations of the Authority pursuant to
the Lease.
ADOPTED: July 7, 1992
ATTEST:
:1•
APPROVED AS TO FORM:
PROV •
11
i
MUNICIPAL LEASE AND OPTION AGREEMENT
Dated as of July 1, 1992
By And Among
LASALLE NATIONAL BANK (^Lessor ^)
And
LITTLE ROCK AMBULANCE AUTHORITY (-Lessee-)
Exhib'it'A
(Res, 48,748)
. m
• Lease 1564 4 4 l:
This Municipal Lease and Option Agreement (the "Agreement ") entered into between LASALLE NATIONAL BANK
( "Lessor .. ), whose address Is 120 South LaSalle Street, Chicago, Illinois 60603, and Little Rock Ambulance
Authority, ("Lessee "), a body corporate and politic duly organized and existing under the laws of the State of
Arkansas ( "State "), whose address is P. 0. Box 2452, Little Rock, Arkansas 72203;
WITNCSS£TH:
REAS, Lessor desires to lease the Equipment, as hereinafter defined, to Lessee, and Lessee desires
to leas a Equipment from Lessor, subject to the terms and conditions of and for the purposes set forth in
this Agreement; and
WHEREAS, Lessee is authorized under the Constitution and laws of the State to enter into this Agreement
for the purposes set forth herein;
NOW THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereby agree
as follows:
ARTICLE 1 - COVENANTS OA LESSEE
Section 1.01. COo ats of Lessee. Lessee represents, covenants and warrants, for the benefit of
Lessor and its assignee s , as to ows
(a) Lessee is authorized under the constitution and laws of the State to enter into this Agreement
and the transaction contemplated hereby, and to perform all of its obligations hereunder.
(b) Lessee has delivered to Lessor each of the closing documents (the "Closing Documents-) listed
In Exhibit A, In conjunction with the delivery of this Agreement.
ARTICLE 2 - DEPINITIONS
Section 2.01. Definitions. Unless the context clearly otherwise requires or unless otherwise defined
herein, the capitalize ternis Agreement shall have the respective meaning specified below.
"Code" means the Internal Revenue Code of 1986, as amended, and to the extent applicable, the
regulations and rulings issued thereunder.
"Dated date" is the date when the term of this Agreement begins and Lessee's obligation to pay rent
accrues, which date shall be July 1, '_992.
"Equipment" means the property described in Exhibit F and which is the subject of this Agreement.
"Lease Tarn" means the period between the Dated Date and the date of termination pursuant to Article
4, Section 4.01 hereof.
"PUrobaae price" shall be equal to the sum of (a) the Purchase Price, as shown on Exhibit E to be the
applicable price after the last prior Rental Payments and has been made, (b) accrue rnc thereon,
calculated on a 360 -day year for the actual days elapsed, (c) any unpaid charges for or interest on late
payments, and (d) any other amounts payable to Lessor hereunder.
"Reotai Paymautan means the basic rental payments payable by Lessee pursuant to Exhibit E of this
Agreement.
'Vendor'- means the manufacturer o: the Equipment as well as the agents or dealers of the manufacturer.
ARTICLE 3 - DEPOSIT OF MONIES; ACQUISITION MID LEASE Or EQDSPICENT
section 3.C1. Escrow posit, Excess Principal Transfer upon EquipMnt ACnapCanee. In the event that
an Escrow Agreement is enteree rnro connect -or. w to one acqu s t on o tie oqupmenc, Lessor agrees to
deposit with an Escrow Agent sufficient funds to acquire tie Equipment to be leased hereunder. Lessee
acknowledges and agrees that Lessor shall be Escrow Agent unless Lessee is otherwise advised.
Lessee understands that, exceot as provided herein or In the Escrow Agreement, no disbursements from
the Escrow Account shall be made by the Escrow Agent without the receipt from Lessee of a Payment Request Form
(Attachment 4) and an executed Acceptance certificate (Exhibit G) . Accordingly, Lessee shall deliver such
documents promptly upon, but In no event later than 30 Mys ollowing, Lessee's final acceptance of the
Equipment from the Vendor.
Upon the earliest of acceptance by Lessee of all the Equipment; two years from the Dated Date; or
delivery of a notice to the Escrow Agent by Lessor and Lessee, the Escrow Agent shall disburse to the Lessor
any funds remaining In the Escrow Account that represent any remaining portion of the Purchase Price. The
Lessor shall apply amounts so received toward the prepayment of principal In accordance with Article 11, Section
11.02.
Section 3.02. 7easw L Agoot - Acgnisltion of the E..-1^r^'� ^t. Lessor hereby appoint. the Leases as
its agent solely for the purpose oz a -ding c e qu.pmen— c an�ceasaei�ereby accepts such appointment. Lessee
and Lessor will do all things necessary to effect the acquisition of the Equipment free and clear of any
encumbrances and subject the same to the security Interests contemplated hereunder. Lessor agrees to acquire
the Equipment pursuant to the Lessee's specifications. Failure by the Vendors to perform shall not affect
Lessee's obligation to make Rental Payments under this Agreement. Lessee agrees that the Equipment will be
acquired in accordance with the terms, conditions and specifications therefor and on file with the Lessor.
Section 3.03. Lease of Equipment. Lessor hereby demises, leases and lets to Lessee, and Lessee rents,
leases and hires from Lessor, [ e cqurpment, in accordance with the provisions of this Agreement for the Lease
Term.
ARTICLE 4 - LEASE TERN
Section 4.01. Lease Tarn. This Agreement shall be in effect and shall commence as of the Dated Date
and will remain in effect tFrFE u out the Lease Term. The Lease Term will terminate upon the first to occur of:
(a) the exercise by Lessee of the option to purchase the Equipment under Article 11; (b) Lessor's election
to terminate this Agreement upon a default under Article 13; (c) the payment by Lessee of all auras required to
be paid by Lessee hereunder; or (d) the occurrence of an Event of Nonappropriatlon in accordance with Article
6, Section 6.04.
• • ARTICLE 3 — ENJOYNINT OF EQUIPMENT 446
Section 5.01. Quiet Enjoyment. Lessor hereby covenants to provide Lessee during the Lease Term with
quiet use and enjoyment oftne Equipment.
Section 5.02. Use of the E rent. Lessee will not install, use, operate or maintain the Equipment
Improperly, carelessly, oLacion o any applicable law or in a manner contrary to that contemplated by this
Agreement.
Lion 5.03. Right of Inspection- During the Lease Term, the Lessor and its officers, employees and
agents have the rigor c a as i- reasonao le cLres during business hours to enter into and upon the property
of the See for the purpose of inspecting the Equipment and all records pertaining to the Equipment.
Section 5.04. Disclaimer of Warranties. LESSEE ACRiONL=G£S AND AGREES THAT THE EQUIPMENT IS OT A
SIZE, DESIGN, CAPACITY AM MANUrACTURK SELECTED BY LESSEE. LESSOR NAMES NO NARRANTY NOR REPRESENTATION, EITHER
EXPRESSED OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, NERCHANTABIISTY OR FITNESS FOR PARTICULAR PURPOSE OR
FITNESS FOR USE OF THE EQUIPNFNT, OR ANY OTHER WARRANTY WITH RESPECT THERETO AND, AS TO THE LESSOR, THE LESSEE
LEASES THE EQUIPMENT ..AS XS... In no event shall the Lessor be liable for any loss or damage. Including
incldencal, Indirect, special or consequential damage, in connection with or arising out of this Agreement or
the existence, furnishing, functioning or the Lessee's use of any items or products or services provided for
in this Agreement. Lessor agrees to use its best efforts to assist Lessee in gaining the cooperation of the
Vendor and /or Manufacturer of the Equipment in providing warranty service or replacement of the Equipment.
section 5.05. Vendors Wazzentfes. Lessee may assert claims and rights that the Lessor may have against
any Vendor of any port on o tae Equipment.
ARTICLE 6 - RENTAL PAYMlNTS
5ectlon 6.01. Metal Pavmsata to Constitute a C1unroat Expsnsa of Lssses. It is intended that the
obligation of Lessee to pay aentai Payments nereunaer is a current expense or Lessee and not a debt of Lessee
In contravention of any applicable limitations or requirements; however, Lessee has made its own determination
in that regard and in no way relies on Lessor for such determination. Nothing contained herein shall constitute
a pledge of the general tax revenues, funds or monies of Lessee. Lessee shall pay Rental Payments exclusively
from legally available monies from its general fund and such other funds as may be designated by the Lessee in
lawful money of the United States of America to Lessor at its principal office, 120 South Lasalle Street,
Chicago, Illinois or at such ocher place as Lessor may specify in writing (or, in the event of assignment by
Lessor, to its Assignee), in the amounts and no lacer than the dates set forth in Exhibit E attached hereto and
made a part hereof. Lessee further agrees to forward Rental Payments to the Lesscr or its Assignee at least
ten (10) days prior to the due date thereof.
section 6.02. Interest and Pztncipal Components. A portion of each Rental Payment is paid as interest,
and the balance of each Aenca. gaymencspa�ia as pr�nccpal. 'Exhibit E hereto sets forth the interest component
and the principal component of each Rental Payment during the .ease Term.
Section 6.03. Rental Ps is to be Uneoadiiione.1; Further Assurances. Except as expressly provided
under this Agreement, cne oo..gaeans a Lessee ca mare Rental eaymercs, and to perform and observe the
covenants and agreements contained herein, shall be absolute and unconditional in all events and without notice
or demand by Lessor, notwithstanding any dispute between Lessee and Lessor, any Vendor or any other person.
Lessee shall not assert any right of sec -off or counterclaim against its obligation to make payments under this
Agreement. Lessee intends to do all things lawfully within its power to obtain and maintain funds from which
the Rental Payments may be made.
Section 6.04. Nana r nation. If (a) sufficient funds are not appropriated for Rental Payments due
in any fiscal year and cne essee mall have insufficient funds duly authorized for the Rental Payments or
other amounts payable hereunder in such fiscal year from other sources, an Event of Nonapproprlatlon shall be
deemed to have occurred. The Lessee shall deliver notice thereof to the Lessor promptly, but not later than
thirty (30) days after an Event of Nonappropriation. Upon the occurrence of an Event of Nonapproprlatlon, the
Lessee agrees that the Lessor may reclaim possession of and title to the Equipment and make demand upon Lessee
for immediate payment of all other amounts (ocher than subsequent Rental Payments) then outstanding under this
Agreement, to the extent permitted by law. Lessee agrees peaceably to deliver the Equipment In accordance with
Article 13, section 13.03 hereof.
Section 6.05. Nonsubstitutfoo. If an Event of Nonapproprlatlon occurs, the Lessee hereby agrees, to
the extent permitted by law, not to purchase, lease or rent equipment performing functions similar to those
performed by the Equipment for a period of one year following the date of such event.
ARTICLE 7 - TITLE TO EQUIPMENT; SECURITY INTEREST
Section 7.01. Title to the Egalpuent. During the term of this Agreement, title to the Equipment shall
vest In Lessee, subject co lessor s r gnLs upon an Event of Default or an Event of Nonapproprlatlon.
Section 7.02. Sseuzlt IIIiersat. Lessee grants to Lessor a security interest constituting a first lien
on the Equipment and on all attachments, accessions and substitutions thereto, and on any proceeds
therefrom.
Section 7.03. Elena and Encumbrances to Title. No Fixture. Lessee Shall at all times keep the
Equipment free of all liens and encumbrances other than Lessor's security interest. Lessee shall not, without
the prior written consent of Lessor, attach the Equipment to real estate in any way that would cause the
Equipment to become a fixture under the laws of the jurisdiction within which the Equipment is located.
Section 7.04. Location of Equipment. Lessee shall maintain the Equipment at the location specified
in Exhibit F hereto and s�}iai�I hoc move cne Equipment without the prior written consent of Lessor, except during
the o use of the Equipment by Lessee as specified in Exhibit D hereto; provided, however, that Lens"
shall not Pave or use the Equipment in any way that would affect — lessor's perfected security interest therein.
Section 8.01. Maintenance of Equipment by Less M. Lessee will, at Lessee's own cost and expense,
maintain, preserve and keep the cqulpmenc —Ln olimt;epats working order and condition. If requested by Lessor,
Lessee will enter Into a mutually agreeable maintenance program to insure the proper maintenance of the
equipment.
Section 8.02. Texas Otbar Governmental Chat ea Sad Utllit Charges. In the event that the use,
possession or acquisition o one Equ pme nc is oune co a su act co taxa[ on In any form (except for Income
taxes of Lessor) , government charges or utility charges and expenses, Lessee will pay all such taxes and charges
as they come due.
3
section 9.01. Dams e• Destruction and Condemnation. Lessee shall bear the entire risk of loss of the
Equipment due to casualty, conaemna con or omerwrse. ;a) the Equipment or any portion thereof Is destroyed
(in whole or in part) or is damaged by fire or other casualty, or (b) title to, or the temporary use of the
Equipment or any part thereof Is taken under the exercise of the cower of eminent domain, Lessee shall
immediately notify Lessor. Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation
award to be applied either to the prompt repair, restoration, modification or replacement of the Equipment or,
at Lessor's option, to the payment in full of the Purchase Price. Any balance of the Net Proceeds remaining
after such work or purchase has been completed shall be paid to Lessee.
For purposes of Article 8, section 8.03., and this Article 9, the term "Net Proceeds^ shall mean the
amount remaining from the gross oroceeds of any insurance claim or condemnation award after deducting all
expenses (including attorney's fees) incurred In the collection of such claims or award.
Section 9.02. Insu!lSeieacy o2 Nat Proceeds. If the Net Proceeds are insufficient to pay in full the
cost of any repair, restoration, mca_c_ cat on or replacement, Lessee shall either (a) cpmoiece the work and pay
any cost in excess of the amount of Net Proceeds, or (b) Losses shall pay to Lessor the Purchase Price.
ARTICLE 10 — TAX COVENANT
Section 10.01. Tar Covenant. It is the Intention of the Lessee and the Lessor that the interest
portion of the Rental Payments :ecer•ued by the Lessor be and remain exempt from federal income taxation:
however, Lessee has made its own aetermination In that regard and in no way relies upon Lessor for such
determination. Lessee covenants than it .111 take (or refrain from taking, where appropriate) any and all
action necessary to maintain the exemption from federal income taxation of the Interest oortlon of the Rental
Payments, and chat It will not perform any act (or neglect to take an action) or enter into any agreement or
use or permit the use of the Equipment or any portion thereof in a manner that shall have the affect of
terminating the exemption from federal Income taxation of the Interest portion of the Rental Payments, including
(without limitation) leasing all or anv portion of the Equipment or contracting to a third party for the use
or operation of all or any portion of the Equipment if entering Into such lease or contract would have such
affect. Ia the event any court or go•iernmental authority having jurisdiction over Lessee or Lessor determines
that the interest portion of the Rental Payments is subject to federal income taxes, and If such determination
results, directly or indirectly, 1n whole or in part, from Lessee's violation of this Section 10.01, Lessee
shall, upon demand, reimburse Lessor in an amount equal to such lost tax benefits on Rental Payments made prior
to such determination of taxablllty, and subsequent Rental Payments shall be similarly adjusted.
ARTICLE 11 — PURCHASE RIGHTS; PREPADmT!
Section 11.01. Purchase Algbil. Lessee shall be deemed to have purchased the Equipment(a) upon
payment in full of all Renta� Payments in accordance with Exhibit E hereof and all ocher amounts payable
hereunder; or (b) upon written notice delivered at least 30 yadT a7vance of the proposed date for payment,
and upon the payment of the then current Rental Payment and the Purchase Price.
Section 11.02. Part'•1 P ts. Lessee may make partial prepayments of the Purchase Price, in a
minimum amount of ten percent ( - or cne original principal amount shown on Exhibit E at the time of any
Rental Payment. Any prepayments may, at Lessor's option, be applied to shorten cne ..ease Tom. Accordingly,
Lessor shall apply such prepayments, at Lessor's option, either (a) to the principal portion of the Purchase
Price, thus not affecting the Lease Term, or (b) to the principal portion of Rental Payments subsequently due,
in the Inverse order of their due date, thus shortening the Lease Term. In either case, fa) Interest shall
cease to accrue on principal amounts so prepaid, and (b) Lessor shall deliver to Lessee a revised Exhibit E
reflecting such prepayment. If appropriate, In Lessor's judgment, partial prepayments may entitle esi see to
a release on any security interest on portions of the Equipment.
ARTICLE 12 — ASSIGNMENT, GUSIZ SI NG, INDEN NIlICATION, LDXTG=n= AND 93=1=
Section 12.01. Assignment or sale by Lessor.
(a) This Agreement, and the obligations of Lessee to make payments hereunder, may be sold, assigned
or otherwise disposed of in whole or in part to one or more successors, grantees, holders, assignees or
subassigness by Lessor, whereupon such successors, grantees, holders, assignees or subassignees shall succeed
to all of Lessor's rights and (except to the extent of any servicing obligations retained by Lessor) obligations
hereunder. Upon any sale, disposition, assignment or reassignment, Lessee shall be provided with a notice of
the same; provided, however, that failure of Lessor to provide such notice shall not affect the validity of such
sale, disposition, assignment or reassignment of Lessee's obligations hereunder. During the Term of this
Agreement, Lessee and any servlcer shall each keep a complete and accurate register of all such assignments in
form necessary to comply with Section 149(a) of the Code.
(b) Lessee agrees to make all payments to the assignee designated in the assignment, notwithstanding
any claim, defense, setoff or counterclaim whatsoever (except arising from Lessor's breach of this Agreement)
that Lessee may from time to time have against Lessor or vendor. Lessee agrees to execute all documents,
including notices of assignment and chattel mortgages or financing statements, which may be reasonably requested
by Lessor or assignee to protect its Interest In the Equipment and in this Agreement.
/�
4 4'7
section 8.03. Provlslon64rding Insurance. At its own expense Lass. ll cause casualty, public
liability and property mage insurance to oe carne and maintained (and evident by certificates delivered
to Lessor throughout the Lease Term) in the amounts and for the coverage sec forth on Exhibit H, provided that
the amount of casualty and property damage insurance shall not be less than the then appx.caole Purchase Price.
All policies of Insurance covering the Equipment shall show Lessor as loss payee, and snail be cancelable only
upon at least 30 days prior written notice to Lessor. All insurance proceeds from casualty losses shall be
Payable as hereinafter provided in this Agreement.
Section 8.04. Advances. In the event Lessee shall fall to maintain the full insurance coverage
require this Agreement ail na
fail to keep the Equipment In good repair al operating condition., Lessor
oc snll
may (bu be under no obligation to) purchase the required policies of Insurance and pay the premiums on
the sam may make such repairs or replacements as are necessary and provide for payment thereof; and all
amounts so advanced therefor by Lessor shall be repaid to Lessor, together with interest thereon at the race
specified in the second sentence of Article 13, Section 13.04 hereof,
Section 8.05. Modifications. Without the prior written consent of the Lessor, the Lessee shall not
make any material alt eraion'c s, aoaiT•lcat ions or attachments to the Equipment. All alterations, modifications
and attachments to the Equipment shall become a part of the Equipment and shall be subject to this Agreement
and the security Interest of Lessor.
ARTICLE 9 — DAMAGE, DESTRUCTION MID CONDEMNATION: USE OP PROCEEDS
section 9.01. Dams e• Destruction and Condemnation. Lessee shall bear the entire risk of loss of the
Equipment due to casualty, conaemna con or omerwrse. ;a) the Equipment or any portion thereof Is destroyed
(in whole or in part) or is damaged by fire or other casualty, or (b) title to, or the temporary use of the
Equipment or any part thereof Is taken under the exercise of the cower of eminent domain, Lessee shall
immediately notify Lessor. Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation
award to be applied either to the prompt repair, restoration, modification or replacement of the Equipment or,
at Lessor's option, to the payment in full of the Purchase Price. Any balance of the Net Proceeds remaining
after such work or purchase has been completed shall be paid to Lessee.
For purposes of Article 8, section 8.03., and this Article 9, the term "Net Proceeds^ shall mean the
amount remaining from the gross oroceeds of any insurance claim or condemnation award after deducting all
expenses (including attorney's fees) incurred In the collection of such claims or award.
Section 9.02. Insu!lSeieacy o2 Nat Proceeds. If the Net Proceeds are insufficient to pay in full the
cost of any repair, restoration, mca_c_ cat on or replacement, Lessee shall either (a) cpmoiece the work and pay
any cost in excess of the amount of Net Proceeds, or (b) Losses shall pay to Lessor the Purchase Price.
ARTICLE 10 — TAX COVENANT
Section 10.01. Tar Covenant. It is the Intention of the Lessee and the Lessor that the interest
portion of the Rental Payments :ecer•ued by the Lessor be and remain exempt from federal income taxation:
however, Lessee has made its own aetermination In that regard and in no way relies upon Lessor for such
determination. Lessee covenants than it .111 take (or refrain from taking, where appropriate) any and all
action necessary to maintain the exemption from federal income taxation of the Interest oortlon of the Rental
Payments, and chat It will not perform any act (or neglect to take an action) or enter into any agreement or
use or permit the use of the Equipment or any portion thereof in a manner that shall have the affect of
terminating the exemption from federal Income taxation of the Interest portion of the Rental Payments, including
(without limitation) leasing all or anv portion of the Equipment or contracting to a third party for the use
or operation of all or any portion of the Equipment if entering Into such lease or contract would have such
affect. Ia the event any court or go•iernmental authority having jurisdiction over Lessee or Lessor determines
that the interest portion of the Rental Payments is subject to federal income taxes, and If such determination
results, directly or indirectly, 1n whole or in part, from Lessee's violation of this Section 10.01, Lessee
shall, upon demand, reimburse Lessor in an amount equal to such lost tax benefits on Rental Payments made prior
to such determination of taxablllty, and subsequent Rental Payments shall be similarly adjusted.
ARTICLE 11 — PURCHASE RIGHTS; PREPADmT!
Section 11.01. Purchase Algbil. Lessee shall be deemed to have purchased the Equipment(a) upon
payment in full of all Renta� Payments in accordance with Exhibit E hereof and all ocher amounts payable
hereunder; or (b) upon written notice delivered at least 30 yadT a7vance of the proposed date for payment,
and upon the payment of the then current Rental Payment and the Purchase Price.
Section 11.02. Part'•1 P ts. Lessee may make partial prepayments of the Purchase Price, in a
minimum amount of ten percent ( - or cne original principal amount shown on Exhibit E at the time of any
Rental Payment. Any prepayments may, at Lessor's option, be applied to shorten cne ..ease Tom. Accordingly,
Lessor shall apply such prepayments, at Lessor's option, either (a) to the principal portion of the Purchase
Price, thus not affecting the Lease Term, or (b) to the principal portion of Rental Payments subsequently due,
in the Inverse order of their due date, thus shortening the Lease Term. In either case, fa) Interest shall
cease to accrue on principal amounts so prepaid, and (b) Lessor shall deliver to Lessee a revised Exhibit E
reflecting such prepayment. If appropriate, In Lessor's judgment, partial prepayments may entitle esi see to
a release on any security interest on portions of the Equipment.
ARTICLE 12 — ASSIGNMENT, GUSIZ SI NG, INDEN NIlICATION, LDXTG=n= AND 93=1=
Section 12.01. Assignment or sale by Lessor.
(a) This Agreement, and the obligations of Lessee to make payments hereunder, may be sold, assigned
or otherwise disposed of in whole or in part to one or more successors, grantees, holders, assignees or
subassigness by Lessor, whereupon such successors, grantees, holders, assignees or subassignees shall succeed
to all of Lessor's rights and (except to the extent of any servicing obligations retained by Lessor) obligations
hereunder. Upon any sale, disposition, assignment or reassignment, Lessee shall be provided with a notice of
the same; provided, however, that failure of Lessor to provide such notice shall not affect the validity of such
sale, disposition, assignment or reassignment of Lessee's obligations hereunder. During the Term of this
Agreement, Lessee and any servlcer shall each keep a complete and accurate register of all such assignments in
form necessary to comply with Section 149(a) of the Code.
(b) Lessee agrees to make all payments to the assignee designated in the assignment, notwithstanding
any claim, defense, setoff or counterclaim whatsoever (except arising from Lessor's breach of this Agreement)
that Lessee may from time to time have against Lessor or vendor. Lessee agrees to execute all documents,
including notices of assignment and chattel mortgages or financing statements, which may be reasonably requested
by Lessor or assignee to protect its Interest In the Equipment and in this Agreement.
section 12.03. Release and Indemnification Covenants. To the extent permitted by the laws and
Constitu pf the State, Lessee sna protect, norm armiess and Indemnify Lessor from and against any and
all lla6. obligations, losses, claims and damages whatsoever, regardless of cause thereof (except those
resultin am Lessor's intentional or grossly negligent acts or omissions), and expenses In connection
therewith, including, without limitation, counsel fees and expenses, penalties and interest arising out of or
as the result of the entering Into of this Agreement, the ownership of any Stem of the Equipment, the ordering,
acquisition, use, operation, condition, purchase, delivery, rejection, storage or return of any item of the
Equipment or any accident in connection with the operation, use, condition, possession, storage or return of
any Stem of the Equipment. The indemnification arising under this paragraph shall survive the termination of
this Agreement.
ARTICLE 13 - EVENTS OF DEFAULT AND RD ®IES
Section 13.01. Evanta of Default. The following constitute -Events of Default- under this Agreement:
(a) failure by the Lessee to pay any Rental Payment or other payment required to be paid hereunder when
due for a paricd of 15 days after written notice is given to the Lessee by the Lessor, specifying such failure
and requesting that It be remedied; or -
(b) failure by the Lessee to maintain Insurance on the Equipment in accordance with Article S. Section
8.03. hereof for a period of 15 days after written notice is given to the Lessee by the Lessor, specifying such
failure and requesting that it be remedied; or
(c) failure by the Lessee to observe and perform any other covenant, condition or agreement on Its part
to be observed or performed for a period of 30 days after written notice is given to the Lessee by the Lessor,
specifying such failure and requesting that it be remedied; or
(d) commencement of a proceeding under any federal or state bankruptcy or insolvency law seeking relief -
under such laws concerning its indebtedness; or
(e) the making of any material misrepresentation herein or in any document delivered by Lessee to
Lessor.
If a default specified in (a), (b) or (c) above cannot be cured within the applicable period, Lessor
will not unreasonably withhold its consent to an extension of time to cure, but only if corrective action Is
commenced by Lessee during the applicable period and diligently pursued until the default Is cured.
Lessee shall give Lessor written notice of the occurrence of any Event of Default or any event which,
with the giving of notice or the passage of time, or both, would constitute an Event of Default, promptly, but
In no event later than five (5) days after such occurrence.
The foregoing provisions of this Section are in addition to the provisions of Article 6, section 6.04
hereof.
Section 13.02. Remedies on Default, whenever any Event of Default shall have occurred and be
continuing, the Lessor she . neve�t.e '_qnc, it its sole option without any further demand or notice, to take
any one or any combination of the following remedial steps:
(a) Terminate this Agreement and retake possession of the Equipment wherever situated, and sell or
lease, sublease or make other disposition of the Equipment for use over a term in a commercially reasonable
manner, all for the account of Lessor; and declare the amount actually appropriated for the purchase or rental
of the Equipment and unpaid by Lessee during the current fiscal year to be Immediately due and payable.
Lessor shall apply the sale proceeds in the following manner:
FIRSTLY, to pay all proper and reasonable costs and expenses associated with the recovery,
repair, storage and sale of the Equipment. Including reasonable attorney's fees and expenses;
SECONDLY, to pay the Lessor (1) the amount of all unpaid Rental Payments, if any, which are
then due and owing, together with interest and late charges thereon, (il) the then applicable Purchase Price
(taking Into account the payment of past due Rental Payments as aforesaid), plus a pro rata allocation of
interest, at the rate utilized to establish the Interest component for the Rental Payment next due, from the
next preceding due date of a Rental Payment until the date of payment by the buyer, and (111) any other amounts
due hereunder.
THIRDLY, to pay the remainder of the sale proceeds, purchase moneys or other amounts paid by
a buyer of the Equipment, to the Lessee; or
(b) proceed by appropriate court action to enforce performance by the Lessee of the applicable
covenants of this Agreement or to recover for the breach thereof; or
(c) use or retake such portion of the Equipment as the Lessor, in its sole discretion, may decide.
All of the Lessee's right, title and interest in the Equipment shall terminate immediately upon the
occurrence of an Event of Default or Event of Nonapproprlation.
Section 13.03. Raturn of - lquipment. Upon an Event of Default or an Event of Non pproprlation, Loss"
agrees to deliver the Equipment to essor, at Lessee's sole cost and expense, to a reasonable location specified
by Lessor.
Section 13.04. Late Charge: Interest an Late Pa t. Any Rental Payment not paid on the due date
thereof shall bear a lace c arge o. Icy o 1-rs plus an additional finance charge. The finance
charge shall accrue on the entire unpaid principal portion of the Purchase Price from the date the unpaid Rental
Payment was due until payment at a rate (calculated on a 360 -day year for the actual days elapsed) equal to the
lesser of (a) eighteen percent (18 %), or (b) the highest rate allowed under the laws of the State.
5
Cc) Lessee hereby agrees* Lessor may sell or offer
to sell
this Agree (1)
through
448
Of Participation program, whereby one or more interests are
created
In the Agreement,
a certificate
the Equipment or the
Rental payments; or (11) with other similar instruments,
agreements
and obligations through
a pool, trust,
limited partnership, or other entity.
Section 12.02. No gale, A.ai nc�meat or Subleaslns by
FS
Iwssee. This Agreement and
the Interest of Lessee
In the Cqulpmenc may not oe ser¢, .r
encumnerea oy
..essee without
the prior written
consent of Lessor.
section 12.03. Release and Indemnification Covenants. To the extent permitted by the laws and
Constitu pf the State, Lessee sna protect, norm armiess and Indemnify Lessor from and against any and
all lla6. obligations, losses, claims and damages whatsoever, regardless of cause thereof (except those
resultin am Lessor's intentional or grossly negligent acts or omissions), and expenses In connection
therewith, including, without limitation, counsel fees and expenses, penalties and interest arising out of or
as the result of the entering Into of this Agreement, the ownership of any Stem of the Equipment, the ordering,
acquisition, use, operation, condition, purchase, delivery, rejection, storage or return of any item of the
Equipment or any accident in connection with the operation, use, condition, possession, storage or return of
any Stem of the Equipment. The indemnification arising under this paragraph shall survive the termination of
this Agreement.
ARTICLE 13 - EVENTS OF DEFAULT AND RD ®IES
Section 13.01. Evanta of Default. The following constitute -Events of Default- under this Agreement:
(a) failure by the Lessee to pay any Rental Payment or other payment required to be paid hereunder when
due for a paricd of 15 days after written notice is given to the Lessee by the Lessor, specifying such failure
and requesting that It be remedied; or -
(b) failure by the Lessee to maintain Insurance on the Equipment in accordance with Article S. Section
8.03. hereof for a period of 15 days after written notice is given to the Lessee by the Lessor, specifying such
failure and requesting that it be remedied; or
(c) failure by the Lessee to observe and perform any other covenant, condition or agreement on Its part
to be observed or performed for a period of 30 days after written notice is given to the Lessee by the Lessor,
specifying such failure and requesting that it be remedied; or
(d) commencement of a proceeding under any federal or state bankruptcy or insolvency law seeking relief -
under such laws concerning its indebtedness; or
(e) the making of any material misrepresentation herein or in any document delivered by Lessee to
Lessor.
If a default specified in (a), (b) or (c) above cannot be cured within the applicable period, Lessor
will not unreasonably withhold its consent to an extension of time to cure, but only if corrective action Is
commenced by Lessee during the applicable period and diligently pursued until the default Is cured.
Lessee shall give Lessor written notice of the occurrence of any Event of Default or any event which,
with the giving of notice or the passage of time, or both, would constitute an Event of Default, promptly, but
In no event later than five (5) days after such occurrence.
The foregoing provisions of this Section are in addition to the provisions of Article 6, section 6.04
hereof.
Section 13.02. Remedies on Default, whenever any Event of Default shall have occurred and be
continuing, the Lessor she . neve�t.e '_qnc, it its sole option without any further demand or notice, to take
any one or any combination of the following remedial steps:
(a) Terminate this Agreement and retake possession of the Equipment wherever situated, and sell or
lease, sublease or make other disposition of the Equipment for use over a term in a commercially reasonable
manner, all for the account of Lessor; and declare the amount actually appropriated for the purchase or rental
of the Equipment and unpaid by Lessee during the current fiscal year to be Immediately due and payable.
Lessor shall apply the sale proceeds in the following manner:
FIRSTLY, to pay all proper and reasonable costs and expenses associated with the recovery,
repair, storage and sale of the Equipment. Including reasonable attorney's fees and expenses;
SECONDLY, to pay the Lessor (1) the amount of all unpaid Rental Payments, if any, which are
then due and owing, together with interest and late charges thereon, (il) the then applicable Purchase Price
(taking Into account the payment of past due Rental Payments as aforesaid), plus a pro rata allocation of
interest, at the rate utilized to establish the Interest component for the Rental Payment next due, from the
next preceding due date of a Rental Payment until the date of payment by the buyer, and (111) any other amounts
due hereunder.
THIRDLY, to pay the remainder of the sale proceeds, purchase moneys or other amounts paid by
a buyer of the Equipment, to the Lessee; or
(b) proceed by appropriate court action to enforce performance by the Lessee of the applicable
covenants of this Agreement or to recover for the breach thereof; or
(c) use or retake such portion of the Equipment as the Lessor, in its sole discretion, may decide.
All of the Lessee's right, title and interest in the Equipment shall terminate immediately upon the
occurrence of an Event of Default or Event of Nonapproprlation.
Section 13.03. Raturn of - lquipment. Upon an Event of Default or an Event of Non pproprlation, Loss"
agrees to deliver the Equipment to essor, at Lessee's sole cost and expense, to a reasonable location specified
by Lessor.
Section 13.04. Late Charge: Interest an Late Pa t. Any Rental Payment not paid on the due date
thereof shall bear a lace c arge o. Icy o 1-rs plus an additional finance charge. The finance
charge shall accrue on the entire unpaid principal portion of the Purchase Price from the date the unpaid Rental
Payment was due until payment at a rate (calculated on a 360 -day year for the actual days elapsed) equal to the
lesser of (a) eighteen percent (18 %), or (b) the highest rate allowed under the laws of the State.
5
M no
OEM r M M M
M M
Section 13.05. Tnrce Na* If b reason of force ma sure Lessee Is le in whole or in art to
carry out its agreement on its part nerein contained, other c an one ooiigat ions one part of Lessee contained
In Article 6 and Article 8, Section 8.03. hereof, Lessee shall not be deemed In default during the continuance
of such inability. The term -force majeure^ as used herein shall mean, without limitation, the following: acts
of God, strikes, lockouts or other industrial disturbances; act of public enemies, order or restraints of any
kind of the government of the United States of America or the State or any of their departments, agencies or
Officials, or any Civil or military authority; Insurrections; riots; landslides: earthquakes, fires; storms;
droughts; floods; or explosions.
A=XcLE 14 - IQ^ 'LLANZOUS
Dion 14.01. Notless. All notices, - certificates or other communications hereunder shall be
sufficiently given and s ha= Seesmed given when delivered or mailed by registered mail, postage prepaid, to
the parties at the addresses set forth on the first page hereof. In addition, copies of all notices to Lessor
shall be given, as provided above, to Lessor at 410 17th Street, Suite 2080, Denver, CO 80202.
section 14.02. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon
Lessor and Lessee and their respective successors and assigns.
Section 14.03. Soverabilit . In the event any provision of this Agreement shall be held invalid or
unenforceable by any court or competent jurisdiction, such holding shall net Invalidate or render unenforceable
any ocher provision hereof.
Section 14.04. Incorporation by Rafsaence. All Exhibits and Attachments hereto are incorporated
herein.
Section 14.05 Erotutlon in Counterparts. This Agreement may be executed in several counterparts.
Section 14.06. Applicable Law. This Agreement shall be governed by and construed in accordance with
the laws of the State.
Section 14.01. Entira Agraensat. This Agreement constitutes the entire agreement between Lessor and
Lessee. No waiver, consent, modal c on or change of terms of this Agreement shall bind either party unless
in writing signed by both parties, and then such waiver, consent, modification or change shall be effective only
In the specific instance and for the specific purpose given. There are no understandings, agreements,
representations or warranties, express or implied, not specified herein regarding this Agreement or the
Equipment leased hereunder. Any terns and conditions of any purchase order or other document submitted by
Lessee in connection with this Agreement which are in addition to or inconsistent with the terms and conditions
of this Agreement will not be binding on Lessor and w111 not apply to this Agreement. Lessee by the signature
below of Its authorized representative acknowledges that it has read this Agreement, understands it, and agrees
to be bound by Its terms and conditions.
Section 14.08. No Remedy Exclusive; Nalver. No remedy herein conferred upon or reserved to the Lessor
Is Intended to be exclusive and every sucn remedy shall be cumulative and shall be in addition to every other
remedy given under this Agreement or now or hereafter existing at law or in equity. No delay in enforcing any
remedy available to Lessor shall constitute a waiver thereof. No waiver of any term or provision hereof shall
be effective against Lessor unless in writing, signed by Lessor.
IN WITNESS WHEREOF, Lessor has executed this Agreement in its corporate name, attested by Its duly
authorized officers, and Lessee has caused this Agreement to be executed in Its corporate name, attested by its
duly authorized officers. All of the above occurred as of the date first written on the heading hereof.
LESSOR: LASALLE NATIONAL BANK
BY: _
Title:
LESSEE: LITTLE ROCK AMBULANCE AUTHORITY
By:
Title:
Witness:
By. —
Title:
Witness:
By: _
Title:
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7
• EXHIBIT A 451
LIST OF CLOSING DOCUMENTS
1.
Municipal Lease and Option Agreement
.
Resolution of Lessee's Governing Body (Exhibit B)
3.
Opinion of Lessee's Counsel (Exhibit C)
4.
Certificate of Lessee (Exhibit D)
5.
Schedule of Payments (Exhibit E)
6.
Equipment Description (Exhibit F)
7.
Acceptance Certificate (Exhibit G)
8.
Insurance coverage Requirements (Exhibit H)
9.
Form 8038G /GC (Attachment 1)
10.
UCC -1 Financing Statement (Attachment 2)
11.
Small Issuer Exemption Statement (Attachment 3 - It Applicable)
12.
Payment Request Form (Attachment 4 - If Applicabte)
13.
Escrow Agreement (If Applicable - To Be Delivered By Escrow Agent)
7
• EXHIBIT B 452
RESOLUTION OF GOVERNING BODY: EXTRACT OF MINUTES
Lessee: Little Rock Ambulance Authority
Date of Sement: July 1, 1992
At a duly called meeting of the governing body of Lessee (as defined in the Agreement) held on
the day of 1992 the following resolution was introduced and adopted.
RESOLVED, whereas the governing body of Lessee has determined that a true and very real need
exists for the acquisition of the Equipment described in the Municipal Lease and Option Agreement
presented to this meeting; and
WHEREAS, the governing body of Lessee has taken the necessary steps, including any legal
bidding requirements, under applicable law to arrange for the acquisition of such Equipment.
BE IT RESOLVED, by the governing body of Lessee that the Municipal Lease and Option
Agreement substantially in the form presented to this meeting is in the best interests of Lessee for the
acquisition of such Equipment, and the governing body of Lessee designates and confirms the following
persons to execute and deliver, and to witness (or attest), respectively, the Municipal Lease and Option
Agreement, with such changes thereto as such persons deem appropriate, and any related documents
necessary to the consummation of the transactions contemplated by the Municipal Lease and Option
Agreement;
FURTHERMORE BE IT RESOLVED, that the governing body of Lessee hereby represents that
the reasonably anticipated amount of qualified tax - exempt obligations which have been and will be issued
by the Lessee does not exceed $10,000,000 for the calendar year within which this Municipal Lease and
Option Agreement is to be a "qualified tax- exempt obligation" pursuant to Section 265 (b)(3) of the Internal
Revenue Code.
(Name of Parry to Execute Municipal Lease
and Option Agreement)
(Name of Party to Witness Municipal Lease
and Option Agreement)
(Title)
(T idle)
The undersigned further certifies that the above resolution has not been repealed or amended and
remains in full force and effect and further certifies that the above and foregoing Municipal Lease and
Option Agreement is the same as presented at said meeting of the governing body of Lessee.
Secretary/Clerk
Seal:
Date
. EXHIBIT F •
DESCRIPTION OF THE EQUIPMENT 453
EQUIPIOT: Three (3) 1992 Type III Excellence Golden Eagle Ambulances/E350 Ford Chassis -Diesel
LOCATED:
Signature
Name: _
Title: _
Date:
ii
M M w
• EXHIBIT G
ACCEPTANCE CERTIFICATE
To Less. LASALLE NATIONAL BANK
410 Seventeenth Street, Suite 2080
Denver, Colorado 80202
� 454
In accordance with the terms of the Municipal Lease and Option Agreement (the "Lease ") dated
July 1, 1992 between LaSalle National Bank (the "Lessor"), and the undersigned (the "Lessee "), Lessee
hereby certifies and represents to, and agrees with, Lessor as follows:
1. The Equipment, as such term is defined in the Lease, has been delivered and installed at
the Equipment Location specified in Exhibit F - Description of Equipment to the Lease and
accepted on the date indicated below.
2. Lessee has conducted such inspection and/or testing of the Equipment as it deems
necessary and appropriate and hereby acknowledges that it accepts the Equipment.
3. No Event of Default, as such term is defined in the Lease, and no event which with notice
or lapse of time, or both, would become an Event of Default, has occurred and is
continuing at the date hereof.
Lessee: Little Rock Ambulance Authority
Signature
Name:
Title: _
Date:
12
A
• EXHIBIT H • 453
INSURANCE COVERAGE REQUIREMENTS
TO I-Eccr�R: LaSalle National Bank
Public Finance Division
410 Seventeenth Street, Suite 2080
Denver, Colorado 80202
FROM LESSEE: Little Rock Ambulance Authority
P. O. Box 2452
Little Rock, Arkansas 72203
SUBJECT: INSURANCE COVERAGE REQUIREMENTS
1. in accordance with Article 8, Section 8.03 of the Agreement, we have instructed the insurance
agent named below (please fill in name, address and telephone number)
to issue:- '
a. All Risk Physical Damage Insurance on the leased equipment evidenced by a Certificate
of Insurance and Long Form Loss Payable Clause naming LaSalle National Bank,'as loss
payee.
Coverage Required: Full Replacement Value
b. Public Liability Insurance evidenced by a Certificate of Insurance naming LaSalle National
Bank and/or its assigns as Additional Insured.
Minimum Coverage Required:
$500,000.00 per person
$500,000.00 aggregate bodily injury liability
$100,000.00 property damage liability
OR
2. Pursuant to Article 8, Section 8.03 of the Agreement, we are self- insured for all risk, physical
damage, and public liability and will provide proof of such self- insurance in letter form together with
a copy of the statute authorizing this forth of insurance.
3.' Proof of insurance coverage will be provided prior to the time the Equipment is delivered to us.
Signature
Name:
Title:
Date:
13