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HomeMy WebLinkAbout9252IM no em 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 • • 636 RESOLUTION NO. 9,252 A RESOLUTION AUTHORIZING THE EXECUTION OF A MUNICIPAL LEASE AND OPTION AGREEMENT BETWEEN THE LITTLE ROCK AMBULANCE AUTHORITY AND LASALLE NATIONAL BANK; DECLARING AN EMERGENCY; AND FOR OTHER PURPOSES. 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 heath 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 {AREAS, the Authority has requested the City to approve a Municipal Lease and Option Agreement to be dated as of October 1, 1994, between the Authority and LaSalle National Bank (the "Lease ") to provide for the use by the Authority of three (3) 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 Little Rock Ambulance Authority is hereby authorized to execute, deliver and perform its obligations as lessee under a Municipal Lease and Option 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 $300,000. 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 M R -7y ,3 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 responsible for the performance by the Authority of, any of the obligations of the Authority pursuant to the Lease nor, in any way, shall the Lease be deemed an obligation or a pledge of the full faith and credit of the City. SECTION 2. It is hereby ascertained and declared that there is an immediate and urgent need for the Authority to acquire new ambulances in order to accomplish the purposes for which the Authority was created. It is therefore declared that an emergency exists, and that this Resolution shall therefore take effect and be in force from and after its passage. ADOPTED: October 4, 1994 ATTEST: Q 11 ED L ' HANCI y a CITY CLERIC APPROVED AS TO FORM: THOMAS M. CARPENTER CITY ATTORNEY "PROVED: EM MAY e 637 MUNICIPAL LEASE AND OPTION AGREEMENT Dated as of September 1, 1994 By And Among LaSalle National Bank ("Lessor) And Little Rock Ambulance Authority ('Lessee') Lease #1040 638 Lease 81040 This Municipal Lease and Option Agreement (the 'Agreemenr) entered into between LaSalle National Bank ('Lessor). whose address is 181 West Madison Street, Suite 2907, Attn: Municipal Lease Operations, Chicago, Illinois 60602, 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 1101 West 8th Street; Little Rode, Arkansas 72201; WITNESSETH: WHEREAS, Lessor desires to lease the Equipment. as hereinafter defined, to Lessee, and Lessee desires to lease the 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 OF LESSEE Section 1.01. Covenants of Lessee. Lessee represents, covenants and warrants, for the benefit of Lessor and its assignee(s), as follows: (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 dosing documents (the "Closing Documents") fisted in Exhibit A, In conjunction with the delivery of this Agreement ARTICLE 2 - DEFINITIONS Section 2.01. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms in this 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 September 1, 1994. "Equipment" means the property described in Exhibit F and which is the subject of this Agreement "Lease Term" means the period between the Dated Date and the date of termination pursuant to Article 4, Section 4.01 hereof. "Purchase 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 Payment is and has been made, (b) accrued interest 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. "Rental Payments" means the basic rental payments payable by Lessee pursuant to Exhibit E of this Agreement "Vendor" means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer. ARTICLE 3 - DEPOSIT OF MONIES; ACQUISITION AND LEASE OF EQUIPMENT Section 3.01. Escrow Deposit, Excess Principal Transfer upon Equipment Acceptance. In the event that an Escrow Agreement is entered Into in connection with the acquisition of the Equipment, Lessor agrees to deposit with an Escrow Agent sufficient funds to acquire the Equipment to be leased hereunder. Lessee acknowledges and agrees that Lessor shall be Escrow Agent unless Lessee is otherwise advised. Lessee understands that, except as provided herein or in the Escrow Agreement, no disbursements from the Escrow A000unt 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 days following, 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. Secean 302_ Lessee le Anent - Acouialtlon of the Eauipment. Lessor he y anooints the Lessee as its anent adeiv for the purpose of acquiring the Equipment and Lessee hereby accepts such appointment. Lessee and Lesser will do all things necessary m effect the acquisition of the Equipment free and dear 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, the Equipment, in accordance with the provisions of this Agreement for the Lease Term. ARTICLE 4 - LEASE TERM Section 4.01. Lease Tern. This Agreement shall be in effect and shall commence as of the Dated Date and will remain in effect throughout the Lease Tenn. The Lease Tern 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 sums required to be paid by Lessee hereunder; or (d) the occurrence of an Event of Nonappropriation in accordance with Article 6, Section 6.04. ARTICLE 5 - ENJOYMENT OF EQUIPMENT Section 5.01. Quiet Enjoyment. Lessor hereby covenants to provide Lessee during the Lease Term with quiet use and enjoyment of the Equipment Section 5.02. Use of the Equipment. Lessee will not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Agreement Section 5.03. Right of Inspection. During the Lease Term, the Lessor and its officers, employees and agents shall have the right at all reasonable times during business hours to enter into and upon the property of the Lessee for the purpose of inspecting the Equipment and all records pertaining to the Equipment Section 5.04. Disclaimer of Warranties. LESSEE ACKNOWLEDGES AND AGREES THAT THE EQUIPMENT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY LESSEE LESSOR MAKES NO WARRANTY NOR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR ANY OTHER WARRANTY WITH RESPECT THERETO AND, AS TO THE LESSOR, THE LESSEE LEASES THE EQUIPMENT "AS IS ". In no event shall the Lessor be liable for any loss or damage, including incidental, 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 andfor Manufacturer of the Equipment in providing warranty service or replacement of the Equipment Section 5.05. Vendors Warranties. Lessee may assert claims and rights that the Lessor may have against any Vendor of any portion of the Equipment. ARTICLE 6 - RENTAL PAYMENTS Section 6.01. Rental Payments to Constitute a Current Expense of Lessee. It is intended that the obligation of lessee to pay Rental Payments hereunder is a current expense of 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, 181 West Madison Street Suite 2907, Attn: Municipal Lease Operations, Chicago, Illinois 60602 (Lock Box; LaSalle National Public Finance, P. O. Box 74523, Chicago, Illinois 60690), or at such other place as Lessor may specify in writing (or, in the event of assignment by Lessor, to its Assignee), in the amounts and no later than the dates set forth in Exhibit E attached hereto and made a part hereof. Lessee further agrees to forward Rental Payments to the Lessor or its Assignee at least ten (10) days prior to the due date thereof. Section 6.02. Interest and Principal Components. A portion of each Rental Payment is paid as interest and the balance of each Rental Payment is paid as principal. Exhibit E hereto sets forth the interest component and the principal component of each Rental Payment during the Lease Tenn. Section 6.03. Rental Payments to be Unconditional: Further Assurances. Except as expressly provided under this Agreement the obligations of Lessee to make Rental Payments, 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 setoff 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. M 641 Section 6.04. Nona arlatlon. If (a) sufficient funds are not appropna&r Rental Payments due in any fiscal year and (b) the Lessee shall have insufficient funds duly authorized for the Rental Payments or other amounts payable hereunder in such fiscal year from other sources, an Event of Nonappropriation shall be deemed to have occurred. The Lessee shall deliver notice thereof to the Lessor promptly, but riot later than thirty (30) days after an Event of Nonappropriation. Upon the occurrence of an Event of Nonappropriation, 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 (other than subsequent Rental Payments) then outstanding under this Agreement, to ttte extent permitted by law. Lessee agrees peaceably to deliver the Equipment in accordance with Article 13, Section 13.03 hereof. Section 6.05. Nonsubstitution. If an Event of Nonappropriation 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 Equipment. During the term of this Agreement, title to the Equipment shall vest in Lessee, subject to Lessor's rights upon an Event of Default or an Event of Nonappropriation. Section 7.02. Security Interest. Lessee grants to Lessor a security interest constituting a first lien on the Equipment and on all additions, attachments, accessions and substitutions thereto, and on any proceeds therefrom. Section 7.03. Liens 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 shall not move the Equipment without the prior written consent of Lessor, except during the ordinary use of the Equipment by Lessee as specified in Exhibit D hereto; provided, however, that Lessee shall not move or use the Equipment in any way that would affect Lessor's perfected security interest therein. ARTICLE 8 - MAINTENANCE; MODIFICATION; TAXES; INSURANCE AND OTHER CHARGES Section 8.01. Maintenance of Equipment by Lessee. Lessee will, at Lessee's own cost and expense, maintain, preserve and keep the Equipment in good repair, 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. Taxes, Other Governmental Charges and Utility Charges. In the event that the use, possession or acquisition of the Equipment is found to be subject to taxation 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. Section 8.03. Provisions Regarding Insurance. At its own expense Lessee shall cause casualty, public liability and property damage insurance to be carried and maintained (and evidenced by certificates delivered to Lessor throughout the Lease Term) in the amounts and for the coverage set forth on Exhibit H. provided that the amount of casualty and property damage insurance shall not be less than the then applicable Purchase Price. All policies of insurance covering the Equipment shall show Lessor as loss payee, and shall 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 fail to maintain the full insurance coverage required by this Agreement or shall tail to keep the Equipment in good repair and operating condition. Lessor may (but shall be under no obligation to) purchase the required policies of insurance and pay the premiums on the same or 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 rate specified in the second sentence of Article 13, Section 13.04 hereof. Section 8.05. Modifieatlons. Without the prior written consent of the Lessor, the Lessee shall not make any material alterations, modifications 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 AND CONDEMNATION; USE OF PROCEEDS Section 9.01. Damage, Destruction and Condemnation. Lessee shall bear the entire risk of loss of the Equipment due to casualty, condemnation or otherwise. If (a) the Equipment or any portion thereof is destroyed (in whole or in pan) 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 power 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. The term 'Not Proce all mean the amount remaining from the gross pOft of any insurance claim or condemnation ` award alter deducting all expe�ncluding attorney's fees) incutred in the collection of such claims or award. Section 9.02. Insufficiency of Not Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or replacement Lessee shall either (a) complete the work and pay any cost in excess of the amount of Net Proms, or (b) Lessee shall pay to Lessor the Purchase Price. ARTICLE 10 • TAX COVENANT Section 10.01. Tax Covenant. It is the intention of the Lessee and the Lessor that the interest portion of the Rental Payments received by the Lessor be and remain exempt from,federal income taxation; however, Lessee has made its own determination in that regard and in no way relies upon Lessor for such determination. Lessee covenants that it will take (or refrain from taking, where appropriate) any and all action necessary to maintain the exemption from federal income taxation of the interest portion of the Rental Payments, and that 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 effect of terminating the exemption from federal income taxation of the interest potion of the Rental Payments, including (without limitation) leasing all or any portion of the Equipment or contracting te a third party for the use or operation of all or any portion of the Equipment 9 entering into such lease or contract would have such effect In the event any court or governmental 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, in whole or in pan, 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 taxability, and subsequent Rental Payments shall be similarly adjusted. ARTICLE 11 - PURCHASE RIGHTS; PREPAYMENT Section 11.01. Purchase Rights. Lessee shall be deemed to have purchased the Equipment(a) upon payment in full of all Rental Payments in accordance with Exhibit E hereof and all other amounts payable hereunder; or (b) upon written notice delivered at least 30 days in advance of the proposed date for payment and upon the payment of the then current Rental Payment and the Purchase Price. Section 11.02. Partial Prepayments. Lessee may make partial prepayments of the Purchase Price, in a minimum amount of ten percent (10 %) of the original principal amount shown on Exhibit E, at the time of any Rental Payment. Any prepayments may, at Lessors option, be applied to shorten the Lease Tenn. 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 Tenn, 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, (a) interest shag 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 Lessors judgment, partial prepayments may entitle Lessee to a release on any security interest on portions of the Equipment. ARTICLE 12 • ASSIGNMENT, SUBLEASING, INDEMNIFICATION, MORTGAGING AND SELLING Section 12.01. Asslgnment 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 subassignees by Lessor, whereupon such successors, grantees, holders, assignees or subassignees shall succeed to all of Lessors rights and (except to the extent of any servicing obligations retained by Lessor) obligations hereunder. Upon any sale, disposition, assignment or reassignment. Lessee shag 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 servioer 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 Lessors 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 - (c) Lessee hereby agrees that Lessor may sell or offer to sell this Agreement (i) through a certificate of participation program, whereby one or more interests are created in the Agreement, the Equipmentor the Rental Payments; or (ii) with other similar instruments, agreements and obligations through a pool, trust, limited partnership, or other entity. Section 12.02. No Sale. Asslgnment or Subleasing by Lessee. This Agreement and the interest of Lessee in the Equipment may not be sold, assigned or encumbered by Lessee without the prior written consent of Lessor. Section 12.03. Release and Indemnification Covenants. To the extent permitted by the laws and Constitution of the State, Lessee shall protect, hold harmless and indemnity Lessor from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless of cause thereof (except those resulting from Lessors intentional or grossly negligent acts or omissions), and expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties and interest 6�3 arising out of or as the result entering into of this Agreement, the ownersh #any item of the Equipment, the ordering, ' acquisition, use, operation, oond on, 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 item of the Equipment The indemnification arising under this paragraph shag survive the termination of this Agreement ARTICLE 13 - EVENTS OF DEFAULT AND REMEDIES Section 13.01. Events 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 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 (b) failure by the Lessee to maintain insurance on the Equipment in accordance with Article 8, Section 8.03. hereof for a period of 15 days attar 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. Lessor shall give Lessee 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 shall have the right, at 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 (I) the amount of all unpaid Rental Payments, if any, which are then due and owing, together with interest and late charges thereon, (if) the then applicable Purchase Price (taking into account the payment of past due Rental Payments as aforesaid), plus a pro rate 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 (III) 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 Nonappropriation. Section 13.03. Return of Equipment. Upon an Event of Default or an Event of Non - appropriation, Lessee agrees to deliver the Equipment to Lessor, at Lessee's sole cost and expense, to a reasonable location specified by Lessor. •Lease 111040 ' Section 13.04. Late Charge; Interest on Late Payment. Any Rental Payment not paid on the due date thereof shag bear a lam charge of fifty dollars (550.00), plus an additional finance charge. The finance charge shag accrue on the entire unpaid principal Portion of the Purchase Price from the date l he unpaid Rental Payment was due until payment at a ram (calculated on a 360day 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. Section 13.05. Force Maleure . If by reason of force maieure Lessee is unable in whole or in part to carry out its agreement on its pan herein contained, other than the obligations on the pan 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; ad of pudic enemies, order or restraints of any kind of the government of the United States of America or the State or any of their departments. agendas or officials, or any civil or military authority; insurrections; riots; landslides; earthquakes, fires; stones; droughts; floods; or explosions. ARTICLE 14 - MISCELLANEOUS Section 14.01. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed 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, Colorado 80202. Section 14.02. Binding Effect. This Agreement shall inure to the benefit of and shell be binding upon Lessor and Lessee and their respective successors and assigns. Section 14.03. Severabflity. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 14.04. Incorporation by Reference. All Exhibits and Attachments hereto are incorporated herein. Section 14.05 Execution 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 Arkansas. Section 14.07. Entire Agreement. This Agreement constitutes the entire agreement between Lessor and Lessee. No waiver, consent, modification 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 terms 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 will 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; Waiver. No remedy herein conferred upon or reserved to the Lessor is intended to be exclusive and every such 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: rte: LESSEE: Little Rock Ambulance Authority By: 6h Tits: Executive Director Witness: By: _ Title: Witness: By: s Title: Finance Manager • • Lease #1040 EXHIBIT A LIST OF CLOSING DOCUMENTS 1. Municipal Lease and Option Agreement 2. 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 - If Applicable) 12. Payment Request Form (Attachment 4 - If Applicable) 13. Escrow Agreement (If Applicable - To Be Delivered By Escrow Agent) 14. Name of County for UCC -1 Filing 15. Lessee Invoice Information V `3 iJ 0 EXHIBIT B RESOLUTION OF GOVERNING BODY: EXTRACT OF MINUTES Lessee: Little Rock Ambulance Authority Date of Agreement: September 1, 1994 M Lease #1040 G 4 G At a duly called meeting of the governing body of Lessee (as defined in the Agreement) held on the 23 day of August 1994 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. Bill B. Martin (Name of Party to Execute Municipal Lease and Option Agreement) Florence Pauly (Name of Party to Witness Municipal Lease and Option Agreement) Executive Director (Title) Finance Manager (Title) The undersigned further certifies that the above resolution has not been repealed or amended and remains in full force and effect and further certifies that the above and foregoing Municipal Lease and Option Agreement is the same as presented at said m Seal: IM EXHIBIT C OPINION OF LESSEE'S COUNSEL (Please furnish in this form' on Attorney's Letterhead) LaSalle National Bank 181 West Madison Street, Suite 2907 Attn: Municipal Lease Operations Chicago, Illinois 60602 Lessee: Little Rock Ambulance Authority Date of Agreement: September 1, 1994 Gentlemen: Lease #1040 6 4'! As counsel for Little Rock Ambulance Authority ( "Lessee "), I have examined duly executed originals of the Municipal Lease and Option Agreement (the "Agreement") dated September 1, 1994, between Lessee and LaSalle National Bank ( "Lessor"), and based upon the examination and upon such other examination as I have deemed necessary or appropriate, 1 am of the opinion that: Lessee is a public body corporate and politic, legally existing under the laws of the State of Arkansas. 2. The Agreement has been duly authorized, executed and delivered by Lessee, pursuant to constitutional, statutory and/or home rule provision which authorizes this transaction and Resolution No. , attached as Exhibit B to the Agreement. 3. The Agreement is a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms. In the event the Lessor obtains a judgement against Lessee in money or damages, as a result of an event of default under the Agreement, Lessee will be obligated to pay such judgement. 4. Applicable public bidding requirements have been complied with. 5. To the best of my knowledge, no litigation is pending or threatened in any court or other tribunal, state or federal, in any way questioning or affecting the validity of the resolution or the Agreement. 6. The signatures of the officers of Lessee which appear on the Agreement are true and genuine; I know said officers and know them to hold the offices set forth below their names. 7. The Lessee is a political subdivision within the meaning of Section 148 of the Internal Revenue Code and the related regulations and rulings and that the portion of payments identified as deferred interest charges to maturity, upon receipt, will not be includable in Federal gross incomes under statutes, regulations, court decisions and rulings existing on the date of this opinion and consequently, will be exempt from present Federal income taxes and income tax of the State of Arkansas. u_--] • Lease #1040 EXHIBIT D CERTIFICATE OF LESSEE 64b THE UNDERSIGNED, duly authorized representative of the named Lessee under that certain Municipal Lease and Option Agreement dated September 1, 1994 (the "Agreement ") with LaSalle National Bank as Lessor (the "Lessor") hereby certifies as follows in accordance with the requirements of the Agreement. Capitalized terms used herein have the same meaning as in the Agreement. A. INCUMBENCY OF OFFICER AND SIGNATURE I hold the position noted under my signature, and I have all authority necessary to execute and deliver this Certificate. The following officer of the Lessee is duly elected or appointed, and the signature opposite the name is true and correct, and where required, has been filed with the appropriate officials of the State: n , Signature `V Title: Executive Director B. ESSENTIAL USE: The Equipment will be used by the following governmental agency department for the specific purpose of: provision of Advanced Life Support ambulance service 2. The Equipment is essential for the functioning of the Lessee and is immediately needed by the Lessee. Such need is neither temporary nor expected to diminish during the Lease Term. The Equipment is expected to be used by the Lessee for a period in excess of the Lease Term. 3. Funds are expected to come from the general fund of the Lessee. C. SECTION 265(b)(3) MATTERS: Lessee (a) maintains a register or list of Exempt Government Obligations, (b) files, when required, Form 8038G or Form 8038GC, and (c) therefore can certify that the total Exempt Government Obligations issued to date in the current calendar year, including the Agreement, are less than $10,000,000. This Certificate is based upon facts, circumstances, estimates and expectations of the Lessee as of the date on which the Agreement was executed, and to the best of my knowledge and belief, as of this date, such facts, circumstances and estimates are true and correct and such expectations are reasonable. IN WITNESS WHEREOF, I have executed and delivered this certificate as of the 1st day of ,, . WITNESS: Signature Name: Florence Pauly Title: Finance Manager 10 • • 64' EXHIBIT E SCHEDULE OF PAYMENTS DATED DATE: 01- Sep -94 LITTLE ROCK AMBULANCE AUTHORITY PMT PAYMENT INTEREST PRINCIPAL PURCHASE # PAYMENT DATE AMOUNT AMOUNT AMOUNT PRICE 1 1 - Oct -94 12,792.85 1,495.00 11,297.85 290,411.64 2 1 - Nov -94 12,792.85 1,438.70 11,354.15 278,925.64 3 1 - Dec -94 12,792.85 1,382.12 11,410.73 267,387.96 4 1 - Jan-95 12,792.85 1,325.25 11,467.60 255,798.36 5 1 - Feb-95 12,792.85 1,268.11 11,524.74 244,156.60 6 1 - Mar -95 12,792.85 1,210.68 11,582.17 232,462.45 7 1 - Apr -95 12,792.85 1,152.96 11,639.89 220,715.68 8 1 - May -95 12,792.85 1,094.95 11,697.90 208,916.05 9 1 - Jun -95 12,792.85 1,036.66 11,756.19 197,063.33 10 1 - Jul -95 12,792.85 978.07 11,814.78 185,157.26 11 1 - Aug -95 12,792.85 919.20 11,873.65 173,197.62 12 1 - Sep -95 12,792.85 860.03 11,932.82 161,184.16 13 1 - Oct -95 12,792.85 800.56 11,992.29 149,116.64 14 1 - Nov -95., 12,792.85 740.80 12,052.05 136,994.81 15 1 - Dec -95 12,792.85 680.74 12,112.11 124,818.44 16 1 - Jan-96 12,792.85 620.38 12,172.47 112,587.27 17 1 - Feb-96 12,792.85 559.72 12,233.13 100,301.06 18 1 - Mar -96 12,792.85 498.76 12,294.09 87,959.57 19 1 - Apr -96 12,792.85 437.49 12,355.36 75,562.54 20 1 - May -96 12,792.85 375.92 12,416.93 63,109.72 21 1 - Jun -96 12,792.85 314.05 12,478.80 50,600.86 22 1 - Jul -96 12,792.85 251.86 12,540.99 38,035.72 23 1 - Aug -96 12,792.85 189.36 12,603.49 25,414.03 24 1 - Sep -96 12,792.85 126.56 12,666.29 12,735.54 25 1 - Oct -96 12,792.85 63.32 12,729.53 0.00 319,821.25 19,821.25 - 300,000.00 LESSEE: LTTTL OCK A ULANCE AUTHORITY BY: TITLE: Executive Director D M Ml n • • EXHIBIT F DESCRIPTION OF THE EQUIPMENT EQUIPMENT: THREE (3) EXCELLANCE GOLDEN EAGLE TYPE III AMBULANCES LOCATION OF EQUIPMENT: LESSEE: Little Rock Ambulance Authority Signature Name: Bill B. Martin Title: Executive Director Date: September 1, 1994 I1 Lease #1040 0 0 EXHIBIT G ACCEPTANCE CERTIFICATE To Lessor: LaSalle National Bank 181 West Madison Street, Suite 2907 Attn: Municipal Lease Operations Chicago, Illinois 60602 a igiiiiiiii M Lease #1040 X51 In accordance with the terms of the Municipal Lease and Option Agreement (the "Lease ") dated September 1, 1994 between LaSalle National Bank (the "Lessor"), and the undersigned (the "Lessee "), Lessee hereby certifies and represents to, and agrees with, Lessor as follows: 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: Litt Rock m nce Authority Signature ' e Name: Bill B. Martin Title: Executive Director Date: September 1, 1994 12 EXHIBIT H INSURANCE COVERAGE REQUIREMENTS TO LESSOR: LaSalle National Bank 181 West Madison Street, Suite 2907 Attn: Municipal Lease Operations Chicago, Illinois 60602 FROM LESSEE: Little Rock Ambulance Authority 1101 West 8th Street Little Rock, Arkansas 72201 SUBJECT: INSURANCE COVERAGE REQUIREMENTS ® ® I=1 Lease #1040 654 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) • . �t��Q= �1r1��� 918- 743 -6693 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 form of insurance. 3. Proof of insurance coverage will be provided prior to the time the Equipment is delivered to us. LESSEE: Litt Rock AtabukwCe Authority Signature Name: Bill B. Martin Title: Executive Director Date: September 1, 1994 13 Fd 8038_ Informa�Ton Return for Tax - Exempt Govemiffental Obligations ► Under Internal Revenue Code section 149(e) OMB No. t545 -0720 (FleV' May 1993) ► See separate Instructions. tleoe d the Trap y (Use Form 8038 -GC if the issue price is under $100,000.) wemat a «.rive Sevice Re ortin Authority If Amended Retum, cheek here ► 1 Issuer's name I 2 Issuers employer identification number _ Little Rock Ambulance Authority 71 :0585497 3 Number and street (or P.O. box if mail is not delivered to Street address) Roem/sudte 4 Repert number 1101 W. 8th Street I I G19 94 - 1 5 City, town, state, and ZIP code ( 6 Date of issue Little Rock, Arkansas 72201 7 Neme of Issue 8 CUSIP Number _ NONE (Lease T 1040) N/A Type of Issue (check applicable box(es) and enter the issue price) Issue once 9 ❑ -Education (attach schedule —see instructions) . . . . . . S 10 U Health and hospital (attach schedule —see instructions). ( 3Ambulances) MQ 4Q00, .00 11 ❑ Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 ❑ Public safety. . . . . . . . . . . . . . . . . . . . . . . . . . 13 ❑ Environment (including sewage bonds) . . . . . . . . . . . . . . . . . 14 Cl Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 ❑ Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 ❑ Other. Describe (see Instructions) ► 17 If obligations are tax or other revenue anticipation bonds, check box ► ❑ 18 If obligations are in the form of a lease or installment sale, check box ► E& (el I ro) icl maturity date Interest rate r«.,e pnCe 19 Final maturity. 20 Entire issue . ANC I Net 21 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 21 1 22 issue price of entire issue (enter amount from line 20, column (c)) . . . . . . 22 1 23 Proceeds used for bond issuance costs (including underwriters' discount) 23 24 Proceeds used for credit enhancement . . . . . . . . 24 25 Proceeds allocated to reasonably required reserve or replacement fund 25 26 Proceeds used to refund prior issues . . . . . . . . . . . . 26 27 Total (add lines 23 through 26) . . . 27 28 Nonrefunding proceeds of the Issue (subtract line 27 from line 22 and enter amount here) . _ . . 28_ 5.� , . Description of Refunded Bonds (complete this part only for refunding bonds) N/A 29 Enter the remaining weighted average maturity of the bonds to be refunded ► years 30 Enter the last date on which the refunded bonds will be called . ► 31 Enter the date(s) the refunded bonds were issued ► 32 Enter the amount of the state volume cap allocated to the issue . . . . . . . . . . ► "r n 33 Enter the amount of the bonds designated by the issuer under section 265(b)(3)(B)n(110 (small issuer 000.00 exception) . . . . . . . . . . . . . . . . . . . . . . . . . . ► $300, 34 Pooled financings: N/A a Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units ► b If this issue is a loan made from the'prcceeds of another tax- exempt issue, check box ► ❑ and enter the name of the issuer ► and the date of the issue ► 35 If the issuer has elected to pay a penalty in lieu of rebate, check box . ► ❑ Under penalties of perjury. I declare trial I have examined this return and accompanying scriedules and statements. and :o the best of my knowledge anC oNief, they are true, correct, and complete. Please Sign Here For Paperwork Reduction Act Notice, see page 1 of the Instructions. li, Bill B. Marti. IF Type or pmt name and title Cat. No. 637735 Form 8038 -G (Rev. 5 -93) TYh FINANCINg STATIM[NT is pn7ated teAmgeg officer far flung 4 Pam ast to t\ fools Commercial Cede 1. Debtor(s) Norm (Last Nome First) 2 Debtors) Address Little Rock Ambulance 1101 W. 8th Street Authority I Little Rock, AR 72201 4. Secured Party()es) LaSalle National Bank 6. Assigned Partyles) 654 3. Maturity date (if orrr): This apace for ttce of Filing Officer. (Date. tbaser ntmttxx and F11Ing Office.) A Secwad PartAles) Address 181 W. Madison St. #2907 Attn: Muni Lease Ops Chicago, IL 60602 7. Assigned Part llo) Address 8. This fbwncing statement covers the following type (or )terra) of propertys Three (3) Excellance Golden Eagle Type III Ambulances (Lease #1040) Description of Real Estate. (Use this only M applicable) Check (X) If covered: ( ) Proceeds of collateral are also covered. ( ) Products of Collateral are also covered. No. of additional sheets presented: ( ) Filed with Circuit Court Clerk o} County. ( ) Secretary of State. Little Ack �Ambul nce Authority LaSalle National Bank By: Signature o Debtor(s) Signoture(s) of Secured Porty(ics) (1) Filing Officer Copy TM, far. of naan.lne ,tstmml is aelrovM be the Se..tan d SWI and'lh. Artana, C...lnlae ee UnIF.,. Stale Law,, foeOeN rxora STP.NDARO FORM— UNIFORM COMMERCIAL CODE —FORM UCC -I. Asletr6, In f {. r.o. Box a 21. PNONA..M. saaoa letxl 431-1713 R 0 0 ATTACHMENT NUMBER THREE TO MUNICIPAL LEASE AND OPTION AGREEMENT NO. 1040 Lease #1040 THIS ATTACHMENT NUMBER THREE is entered into between LaSalle National Bank, as Lessor (the "LessoP), and Little Rock Ambulance Authority, as Lessee (the "Lessee "), adding to Municipal Lease and Option Agreement No. 1040. WITNESSETH WHEREAS, the Lessor and the Lessee have entered into a Municipal Lease and Option Agreement No. 1040; and WHEREAS, the Lessor and the Lessee desire to add to the Agreement; NOW THEREFORE, in consideration of the premises hereinafter contained, the parties hereto agree to the following: The Lessee reasonably anticipates that it has not issued or effected the issuance of, and will rat issue or effect the issuance of, more than Five Million Dollars ($5,000,000) of tax exempt obligations during the 1994 calendar year, as defined by Section 148 (f)(4)(d) of the Code. IN WITNESS WHEREOF, the parties have caused this Attachment to the Agreement to be executed by their respective officers thereunto duly authorized, all as of the date and year first above written. LESSEE: Little Rock Ambulance Authority By: Name: Rill R_ Martin Title: Rx .cut i vP Director 14 Lease #1040 NAME OF COUNTY In order to file the UCC -1's included in these documents, we will need the county in which the municipality resides. IT IS NECESSARY TO RETURN TWO (2) ORIGINAL UCC-1 FINANCING STATEMENTS TO LASALLE NATIONAL BANK, AS WE FILE ONE WITH THE STATE AND ONE WITH THE COUNTY. Please provide below and return with your documentation: County Pulaski 16 F LESSEE INVOICE INFORMATION 6Jt Lease #1040 Lessee Name: Little Rock Ambulance Authority John S. Rolle Purchasing Contact First M.I. Last 501- 375 -6090 Phone Number 1101 W. 8th Street / P. O. Box 2452 Street Address and /or P.O. Box Little Rock AR 72201/72203 City State Zip Code Florence R. Pauly Billing Contact First M.I. Last 501 -375 -6090 501- 377 -2919 Phone Number Fax Number REF FP9401 Purchase Order # and /or Reference # Require Board Approval for Payments? Yes xx No Board Meeting Date? 4th Tuesday of each month Require signed vouchers for payments? Yes xx No (Send vouchers with documents if possible) Additional Information needed on invoices: 17 rz