HomeMy WebLinkAboutPR 12949:COMPUTER UPGRADE Memorandum
City of Port Arthur, Texas
Finance Department
To: Steve Fitzgibbons, City Man~
From: Rebecca Underhill, Director
Date: December 7, 2004
Subject: Proposed Resolution 12949
Proposed Resolution 12949 is presented for City Council consideration and approval. This resolution
authorizes the City Manager to accept the financing proposal from Bank One in the amount of
$236,938 for the purchase of the computer system upgrade which was approved by Council on
December 7, 2004. The lease is a five year term at 3.47% with annual payments of $52,432.78. The
City AlXomey will review and approve the final documentation.
The City received the following proposals for financing this project.:
Wells Fargo 3.48%
Texas State Bank 4.90%
Houston Community Bank 3.49%
Bank One 3.47%
Koch Financial 3.76%
The Bank One proposal is presented for approval.
P. R. NO. 12949
JJA: 12/7/04
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE APPROVAL OF A
FINANCING PROPOSAL FOR $236,938 FOR THE PURPOSE OF
THE COMPUTER UPGRADE FOR CITY HALL
WHEREAS, the City Council of the City of Port Arthur, Texas approved the purchase of a central
computer system upgrade on December 7, 2004; and
WHEREAS, the Equipment is essential for the City of Port Arthur, Texas to perform it governmental
functions; and
WHEREAS, the City of Port Arthur proposes to enter into a Lease financing agreement with Bank One.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT
ARTHUR:
Section 1. It is hereby found and determined that the terms of the Lease Financing Proposal is in the
best interest of the City of Port Arthur for the acquisition of the equipment.
Section 2. The City Manager of the City of Port Arthur is authorized to accept the financing
proposal received from Bank One as attached hereto as Exhibit "A".
Se, ction 3. The Financing Documents and the acquisition and financing of the Equipment under the
terms and conditions as described in the Financing Documents are hereby approved in substantially the same
forms as attached hereto as Exhibit "B", and with such changes as are requested by the City Attomey. The City
Manager is authorized to execute, acknowledge and deliver the Financing Documents with any changes,
insertions and omissions therein as may be approved by the officers who execute the Financing Documents,
such approval to be conclusively evidenced by such execution and delivery of the Financing Documents. The
City Secretary is authorized to affix the official seal of the City of Port Arthur to the Financing Documents and
attest the same.
Section 4. Pursuant to Section 265 (b) of the Internal Revenue Code of 1986, as amended (the
"Code"), Lessee hereby specifically designates the Lease as a "qualified tax-exempt obligation" for purposes of
Section 265 (b)(3) of the Code.
READ, ADOPTED, AND APPROVED, this day of December, 2004, AD, at a Regular
Meeting of the City Council of the City of Port Arthur, Texas by the following vote:
AYES: Mayor:
Councilmembers:
NOES:
Mayor
ATTEST:
Evangeline Green, City Secretary
APPROVED AS TO FORM:
Mark Sokolow, City Attorney
APPROVED FOR ADMINISTRATION:
~ve Fitzgibbons, City Manager
Rebecca Underhill, Finance Director
z:word/financetlease agreement-bank one
EXHIBIT "A"
1111 Polaris Parkway, Suite A3
Columbus, OH 43240
,mm
December 6, 2004
Rebecca Underhill, CPA
Director of Finance
City of Port Arthur, Texas
P.O. Box 1089
Port Arthur, Texas 77641-1089
RE: Tax-exempt Lease-Purchase Proposal
Dear Becky,
Banc One Leasing Corporation ("BOLC") and Bank One Texas (collectively, "Bank One"), for
itself, its successors, and assigns, is pleased to submit this financing proposal to the City of Port
Arthur, TX ("Lessee"). This letter is a proposal only and is contingent upon the Lessee's
compliance with the requirements of the Internal Revenue Code of 1986, as amended, and all
applicable state laws related to Lessee's ability to enter into a tax-exempt lease-purchase
financing for the intended purposes. The terms and provisions of this financing are subject to
credit and business approval in accordance with Bank One's internal procedures, as well as
certain conditions set forth below:
TRANSACTION: Fixed-rate, fully amortizing, privately placed tax-
exempt lease-purchase agreement ("Agreement")
with $1.00 buyout at end of term.
LESSEE: City of Port Arthur, TX
LESSOR: Banc One Leasing Corporation
EST?MATED FZNANCZNG AMOUNT: $236,938.00
BANK QUALXFIED: This proposal assumes that Obligor will issue less
than $10 million in tax-exempt obligations this
calendar year and that Obligor WILL designate this
lease as a "qualified" tax-exempt obligation.
USE OF PROCEEDS/TXTLE: To finance the purchase of an upgrade for the City
Hall computer system; including: and IBM A/S 400,
and Imaging Software/Hardware System, and an IBM
Netfinity File Server.
SECURZTY: BOLC shall obtain a lien on the financed equipment.
The Agreement shall be subject to annual
appropriation.
EXPECTED FZNANCING TERM: 5 years
PROPOSED INTEREST RATE: 3.47%
City of Port Arthur
December 6, 2004
Page 2
PROPOSED PAYMENT AMOUNTS: Five (S) payments of $52,432.78 shall be made
annually in arrears.
INTEREST RATE LOCK: The above proposed Interest Rate and Financing
Payments are valid through and including December
20, 2004. Tf funding does not occur on or before
such date, the proposed interest rate and financing
payments are subject to adjustment to reflect
changes in market conditions.
DOCUMENTATION: Documentation shall be prepared by BOLC or its
counsel.
PROPOSAL EXPIRATION: This proposal will expire if funding does not occur by
December 20, 2004. [f acceptance and funding have
not occurred by this date, the Financing Rate and
Payment Amounts will be adjusted according to
market conditions.
This proposal is subject to credit and documentation approval at Bank One's sole discretion.
We appreciate your interest in Banc One Leasing Corporation and look forward to your favorable
response. Should you have any questions regarding this proposal or need additional information,
please contact me at 713-963-6198 or via email at laurie b nunnally~bankone.com.
Sincerely,
Banc One Leasing Corporation
Laurie Nunnally
Laurie Nunnally
Vice President
Banc One Leasing Sales Representative
cc: Paige Brown
Bank One Relationship Manager
ACCEPTED BY: CTTY OF PORT ARTHUR, TX
By:
Name:
Title:
Date:
EXHIBIT "B"
MASTER LEASE-PURCHASE AGREEMENT
Dated as of <<SAMPLE))
This Master Leese-Purchase Agreement together with all addenda, riders and attachments hereto, as the same may
from time to time be amended, modified or supplemented ("Master Lease") is made and entered by and between Chase
Equipment Leasing Inc. ("Lessor") and the lessee identified below ("Lessee").
LESSEE: <<SAMPLE>)
1. LEASE OF EQUIPMENT. Subject to the terms and conditions of this Master Lease, Lessor agrees to lease to Lessee,
and Lessee agrees to lease from Lessor, all Equipment described in each Schedule signed from time to time by Lessee and
Lessor.
2. CERTAIN DEFINITIONS, All terms defined in the Lease are equally applicable to both the singular and plural form of such
~erms. (a) "Schedule" means each Lease Schedule signed and delivered by Lessee and Lessor, together with all addenda,
riders, attachments, certificates and exhibits thereto, as the same may from time to time be amended, modified or
supplemented. Lessee and Lessor agree that each Schedule (except as expressly provided in said Schedule) incorporates by
reference all of the terms and conditions of the Master Lease. (b) "Lease" means any one Schedule and this Master Lease as
incorporated into said Schedule. (c) "Equipment" means the property described in each Schedule, together with all
attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto. (d) "Lien" means
any secudty interest, lien, mortgage, pledge, encumbrance, judgment, execution, attachment, warrant, writ, levy, other judicial
process or claim of any nature whatsoever by or of any person.
3. LEASE TERM. The term of the lease of the Equipment described in each Lease ("Lease Term") commences on the first
date any of such Equipment is accepted by Lessee pursuant to Section 5 hereof and, unless eadier terminated as expressly
provided in the Lease, continues until Lessee's payment and performance in full of all of Lessee's obligations under the Lease.
4. RENT PAYMENTS.
4.1 For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the times as set forth
in the Payment Schedule attached to the Schedule ("Rent Payments"). A portion of each Rent Payment is paid as and
represents the payment of interest as set forth in the Payment Schedule. Lessee acknowledges that its obligation to pay Rent
Payments including interest therein accrues as of the Accrual Date stated in the Schedule or its Payment Schedule; provided,
that no Rent Payment is due until Lessee accepts the Equipment under the Lease or the parties execute an escrow
agreement. Rent Payments will be payable for the Lease Term in U.S. dollars, without notice or demand at the office of Lessor
{or such other place as Lessor may designate from time to time in writing).
4.2 If Lessor receives any payment from Lessee later than ten (10) days from the due date, Lessee shall pay Lessor
on demand as a late charge five per cent (5%) of such overdue amount, limited, however, to the maximum amount allowed by
law.
4.3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF OR IN ANY WRITTEN MODIFICATION TO
THE LEASE SIGNED BY LESSOR, THE OBLIGATION TO PAY RENT PAYMENTS UNDER EACH LEASE SHALL BE
ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL NOT BE SUBJECT TO ANY SETOFF, DEFENSE,
COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER.
15. DELIVERY; ACCEPTANCE; FUNDING CONDITIONS.
5.1 Lessee shall arrange for the transportation, delivery and installation of al~ Equipment to the location specified in
the Schedule ("Location") by Equipment suppliers ("Suppliers") selected by Lessee. Lessee shall pay all costs related thereto.
5.2 Lessee shall accept Equipment as soon as it has been delivered and is operational. Lessee shall evidence its
acceptance of any Equipment by signing and delivering to Lessor the applicable Schedule. If Lessee signs and delivers a
Schedule and if all Funding Conditions have been satisfied in full, then Lessor will pay or cause to be paid the costs of such
Equipment as stated in the Schedule ("Purchase Price") to the applicable Supplier.
5.3 Lessor shall have no obligation to pay any Purchase Pdco unless all reasonable conditions established by Lessor
("Funding Conditions") have been satisfied, including, without limitafion, the following: (a) Lessee has signed and delivered the
Schedule and its Payment Schedule; (b) no Event of Default shall have occurred and be continuing; (c) no material adverse
change shall have occurred in the Internal Revenue Code of 1986, as amended, and the related regulations and rulings
thereunder (collectively, the "Code"); (d) no material adverse change shall have occurred in the financial condition of Lessee or
any Supplier; (e) the Equipment is reasonably satisfactory to Lessor and is free and clear of any Liens (except Lessor's Liens);
(f) all representations of Lessee in the Lease remain true, accurate and complete; and (g) Lessor has received all of the
MUN2LEAS.MAS PAGE 1 OF 7
following documents, which shall be reasonably satisfactory, in form and substance, to Lessor: (1) evidence of iosurance
coverage required by the Lease; (2) an opinion of Lessee's counsel; (3) reasonably detailed invoices for the Equipment; (4)
Uniform Commercial Code (UCC) financing statements; (5) copies of resolutions by Lessoe's governing body authorizing the
Lease and incumbency certificates for the pemon(s) who will sign the Lease; (6) such documents and certificates relating to
the tax-exempt interest payable under the Lease (including, without limitation, IRS Form 8038G or 8038GC) as Lessor may
request; and (7) such other documents and information previously ioentified by Lessor or othec,vise reasonably requested by
Lessor.
6. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS.
6.1 For each Lease, Lessee represents and warrants: that it has appropriated and budgeted the necessary funds to
make all Rent Payments required pursuant to such Lease for the remainder of the fiscal year in which the Lease Term
commences; and that it currently intends to make Rent Payments for the full Lease Term as scheduled in the applicable
Payment Schedule if funds are appropriated for the Rent Payments in each succeeding fiscal year by its governing body.
Without contractually committing itself to do so, Lessee reasonably believes that moneys in an amount sufficient to make all
Rent Payments can and will lawfully be appropriated therefor. Lessee directs the person in charge of its budget requests to
include the Rent Payments payable during each fiscal year in the budget request presented to Lessee's governing body for
such fiscal year; provided, that Lessee's governing body retains authority to approve or reject any such budget request. All
Rent Payments shall be payabio out of the general funds of Lessee or out of other funds legally appropriated therefor. Lessor
agrees that no Lease will be a general obligation of Lessee and no Lease shall constitute a pledge of either the full faith and
credit of Lessee or the taxing power of Lessee.
6.2 If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent Payments or other
payments due under a Lease and if other funds are not legally appropriated for such payments, then a "Non-Appropriation
Event" shall be deemed to have occurred. If a Non-Appropdafion Event occurs, then: (a) Lessee shall give Lessor immediate
notice of such Non-Appropriation Event and provide wdtten evidence of such failure by Lessee's governing body; (b) on the
Return Date, Lessee shall return to Lessor all, but not less than all, of the Equipment covered by the affected Lease, at
Lessee's sole expense, in accordance with Section 21 hereof; and (c) the affected Lease shall terminate on the Return Date
without penalty to Lessee, provided, that Lessee shall pay all Rent Payments and other amounts payable under the affec[ed
Lease for which funds shall have been apprepdated, provided further, that Lessee shall pay month-to-month rent at the rate
set forth in the affected Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2.
"Return Date" means the last day of the fiscal year for which appropriations were made for the Rent Payments due under a
Lease.
6.3 If a Non-Apprepriafion Event occurs, then, dudng the twelve (12) month period following the Return Date,
Lessee agrees not to acquire (by purchase, lease or otherwise) replacement equipment which is functionally similar to the
Equipment covered by such terminated Lease, or to appropriate funds for the acquisition of such replacement equipment.
Notwithstanding the foregoing of this Section 6.3, the restrictions of this section 6.3 shall automatically and without further
action of the parties be ineffective and be deleted: {a) from any terminated Lease if the net proceeds of the sale of the returned
Equipment are sufficient to pay the Termination Value of the Equipment and all accrued but unpaid Rent Payments due under
the affected Lease as of the Retum Date; or (b) from any Lease if the application of the restrictions in this section 6.3 would
not be permitted by then applicable law or would cause such Lease to be invalid or unenforceable in any material respect.
7. LIMITATION ON WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, AS TO THE MERCHANTABILITY
OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OF THE EQUIPMENT OR AS 'tO THE VALUE, DESIGN,
CONDITION, USE, CAPACITY OR DURABILITY OF ANY OF THE EQUIPMENT. For and during the Lease Term, Lessor
hereby assigns to Lessee any manufacturers or Supplier's product warranties express or implied, applicable to any Equipment
and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's so~e
expense. Lessee agrees that (a) all Equipment will have been pumhased by Lessor in accordance with Lessee's specifications
from Suppliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of any Equipment and has no liability for the
delivery or installation of any Equipment, (c) Lessor assumes no obligation with respect to any manufacturer's or Supplier's
product warranties or guaranties, (d) no manufacturer or Supplier or any representative of said parties is an agent of Lessor,
and (e) any warranty, representation, guaranty or agreement made by any manufacturer or Supplier or any representative of
said parties shall not be binding upon Lessor.
8. TITLES; SECURITY INTEREST.
8.1 Upon Lessee's acceptance of any Equipment under a Lease, title to the Equipment shall vest in Lessee, subject
to Lessor's secudty interest therein and all of Lessor's other rights under such Lease including, without limitation, Sections 6,
20 and 21 hereof.
8.2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security interest
MUN2LEAS.MAS PAGE 2 OF 7
in any and all of the Equipment (now existing or hereafter acquired) and any and all proceeds thereof. Lessee agrees to
execute and deliver to Lessor all necessary documents to evidence and perfect such security interest, including, without
limitation, UCC financing statements and any amendments thereto.
8.3 "Secured Obligations" means Lessee's obligations to pay all Rent Payments and all other amounts due and
payable under all present and future Leases and to perform and observe all covenants, agreements and conditions (direct or
indirect, absolute or contingent, due or to become due, or existing or hereafter arising) of Lessee under all present and future
Leases.
9. PERSONAL PROPERTY. All Equipment is and will remain personal propeRdy and will not be deemed to be affixed or
ettached to real estate or any building thereon.
10. MAINTENANCE AND OPERATION. Lessee agrees it shall, at its sole expense: (a) repair and maintain all Equipment in
9ood condition and working order and supply and install all replacement pads or other devices when required to so maintain
t~e Equipment or when required by applicable law or regulation, which pards or devices shall automatically become part of the
Equipment; and (b) use and operate all Equipment in a careful manner in the normal course of its operations and only for the
purposes for which it was designed in accordance with the manufecturar's warranty requirements, and comply with all laws
end regulations relating to the Equipment. if any Equipment is customarily covered by a maintenance agreement, Lessee will
furnish Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or other se~ce
for any Equipment will be provided by Lessor. Lessee will not make any alterations, additions or improvements
("Improvements") to any Equipment without Lessor's pdor written consent unless the Improvements may be readily removed
without damage to the operation, value or utility of such Equipment, but any such Improvements not removed prior to the
termination of the applicable Lease shall automatically become pard of the Equipment.
t 1. LOCATIONS; INSPECTION. Equipment will not be removed from, or if Equipment is rolling stock its permanent base will
not be changed from, the Location without Lessor% peqr written consent, which will not be unreasonably withheld. Upon
reasonable notice to Lessee, Lessor may enter the Location or elsewhere during normal business hours to inspect the
Equipment.
12. LIENS, SUBLEASES AND TAXES.
12.1 Lessee shall keep all Equipment frae and clear of all Liens except those Liens created under its Lease. Lessee
shall not sublet or lend any Equipment or permit it to be used by anyone other than Lessee or Lessee's employees.
12.2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any Equipment or its
ownership, leasing, rental, sale, purchase, possession or use, upon any Lease or upon any Rent Payments or any other
payments due under any Lease. If Lessee fails to pay such Taxes when due, Lessor shall have the right, but not the
obligation, to pay such Taxes. If Lessor pays any such Taxes, then Lessee shall, upon demand, immediately reimburse Lessor
therefor. "Taxes" means present and futura taxes, levies, duties, assessments or other governmental charges that are not
based on the net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without limitation
Ia) sales, use, excise, licensing, registration, titling, gross receipts, stamp and personal properly taxes, and (b) interest,
penalties or fines on any of the foregoing.
13. RISK OF LOSS.
13.1 Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole or in parf from any
reason whatsoever ("Casualty Loss"). No Casuatiy Loss to any Equipment shall relieve Lessee from the obligation to make
any Rent Payments or to perform any other obligation under any Lease. Proceeds of any insurance recovery will be applied to
Lessee's obligations under this Section 13.
13.2 If a Casualty Loss occurs to any Equipment, Lessee shall immediately notif~ Lessor of the same and Lessee
shall, unless otherwise directed by Lessor, immediately repair the same.
13.3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair ("Lost
Equipment"), then Lessee shall either: (a) immediately replace the Lost Equipment with similar equipment in good repair,
condition and working order free and clear of any Liens (except Lessor's Liens), in which event such replacement equipment
shall automatically be Equipment under the applicable Lease, and deliver to Lessor true and complete copies of the invoice or
bill of sale covering the replacement equipment; or (b) on earlier of 60 days after the Casualty Loss or the next scheduiod Rent
Payment date, pay Lessor (i) all amounts owed by Lessee under the applicable Lease, including the Rent Payments due on or
accrued through such date plus (ii) an amount equal to the Termination Value as of the Rent Payment date (or if the Casualty
Loss payment is due between Rent Payment dates, then as of the Rent Payment date preceding the date that the Casualty
Loss payment is due) set forth in the Payment Schedule to the applicable Lease. If Lessee is making such payment with
respect to loss than all of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the Rent
MUN2LEAS.MAS PAGE 3 OF 7
Payment and Termination Value to be paid by Lessee with respect to the Lost Equipment and a revised Payment Schedule.
13.4 To the extent not prohibited by State law, Lessee shall bear the risk of ~oss for, shall pay directly, and shall
defend against any and all claims, liabilities, proceedings, actions, expenses (including reasonable attorney's fees), damages
or losses arising under or related to any Equipment, including, but not limited to, the possession, ownership, lease, use or
operation thereof. These obligations of Lessee shall survive any expiration or termination of any Lease. Lessee shall not bear
the risk of loss of, nor pay for, any claims, liabilities, proceedings, actions, expenses (including attorney's fees), damages or
losses which arise directly from events occurring after any Equipment has been returned by Lessee to Lessor in accordance
with the terms of the applicable Lease or which arise directly from the gross negligence or willful misconduct of Lessor.
14. INSURANCE.
14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all Casualty Losses for an
amount not less than the Termination Value of the Equipment. Proceeds of any such insurance covedng damage or loss of
any Equipment shall be payable to Lessor as loss payee. (b) Lessee at its sole expense shatl at all times carry public liability
and third pady property damage insurance in amounts reasonably satisfactory to Lessor protecting Lessee and Lessor from
liabilities for injuries to persons and damage to property of others relating in any way to any Equipment. Proceeds of any such
public liability or property insurance shall be payable first to Lessor as additional insured to the extent of its liability, and then to
Lessee.
14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to Lessor satisfactory
evidence of required insurance coverage and all renewals and replacements thereof. Each insurance policy will require that
the insurer give Lessor at least 30 days prior written notice of any cancellation of such policy and will require that Lessor's
interests remain insured regardless of any act, error, misrepresentation, omission or neglect of Lessee. The insurance
maintained by Lessee shall be primal/without any right of contribution from insurance which may be maintained by Lessor.
15. PURCHASE OPTION. Upon thirty (30) days pdor written notice by Lessee to Lessor, and so long as there is no Event of
Default then existing, Lessee shall have the option to pumhase all, but not less than all, of the Equipment covered by a Lease
on any Rent Payment due date by paying to Lessor all Rent Payments then due (including accrued interest, if any) plus the
Termination Value amount set forth on the Payment Schedule to the applicable Lease for such date. Upon satisfaction by
Lessee of such purchase conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such
Equipment "AS-IS, W HERE-IS", without representation or warranty by Lessor, express or implied, except for a representation
that such Equipment is free and clear of any Liens created by Lessor.
16. LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its Equipment, Lessee hereby
represents and warrants to Lessor that:
(a) Lessee has full power, authority and legal right to execute and deliver the Lease and to perform its obligations
under the Lease, and all such actions have been duly authorized by appropriate findings and actions of Lessee's governing
I~ody;
(b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of
Lessee, enforceabie in accordance with its terms;
(c) the Lease is authorized under, and the authorization, execution and delivery of the Lease complies with, all
applicable federal, state and local laws and regulations (including, but not limited to, all open meeting, public bidding and
property acquisition laws) and all applicable judgments and court orders;
(d) the execution, delivery and performance by Lessee of its obligations under the Lease will not result in a breach or
violation of, nor constitute a default under, any agreement, lease or other instrument to which Lessee is a party or by which
Lessee's properties may be bound or affected;
(e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature which may have a
material adverse effect on Lesseeis ability to perform its obligations under the Lease; and
(f) Lessee is a state, or a political subdivision thereof, as referred to in Section 103 of the Code, and Lessee's
obligation under the Lease constitutes an enforceable obligation issued on behalf of a state or a political subdivision thereof.
17. TAX COVENANTS. Lessee hereby covenants and agrees that:
(a) Lessee shall comply with all of the requirements of Section 149(a) and Section 149(e) ef the Code, as the same
may be amended from time to time, and such compliance shall include, but not be limited to, executing and filing Intemal
Revenue Form 8038G or 8038GC, as the case may be, and any other information statements reasonably requested by
Lessor;
MUN2LEAS.MAS PAGE 4 OF 7
(b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, any Lease to
be an "arbitrage bond" within the meaning of Section 148(a) of the Code or any Lease to be a "pdvate activity bond" within the
meaning of Section 141(a) of the Code; and
(c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, the interest
portion of any Rent Payments to be or become includable in gross income for Federal income taxation purposes under the
Code.
18. ASSIGNMENT,
18.1 Lessee shall not assign, transfer, pledge, hypothecate, nor grant any Lien on, nor otherwise dispose of, any
Lease or any Equipment or any interest in any Lease or Equipment.
18.2 Lessor may assign its rights, title and interest in and to any Lease or any Equipment, and/or may grant or assign
a secudty interest in any Lease and its Equipment, in whole or in part, to any party at any time. Any such assignee or
Ilenholder (an "Assignee") shall have all of the rights of Lessor under the applicable Lease. LESSEE AGREES NOT TO
ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR
ANY OTHER SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Unless otherwise agreed by Lessee
in writing, any such assignment transaction shall not release Lessor from any of Lessor's obligations under the applicable
Lease. An assignment or reassignment of any of Lessor's right, title or interest in a Lease or its Equipment shall be
enfomeable against Lessee only after Lessee receives a written notice of assignment which discloses the name and address
of each such Assignee; provided, that such notice from Lessor to Lessee of any ass[gnment shall not be so required if Lessor
assigns a Lease to JPMORGAN CHASE & CO (and its successom or assigns) or any of its direct or indirect subsidiaries.
Lessee shall keep a complete and accurate record of all such assignments in the form necessary to comply with Section
149(a) of the Code and for such purpose, Lessee hereby appoints Lessor (or Lessor's designee) as the book entry and
registration agent to keep a complete and accurate record of any and all assignments of any Lease. Lessee agrees to
acknowledge in wdting any such assignments if so requested.
18.3 Each Assignee of a Lease hereby agrees that: (a) the term Secured Obligations as used in Section 8.3 hereof is
hereby amended to include and apply to all obligations of Lessee under the Assigned Leases and to exclude the obligations of
Lessee under any Non-Assigned Leases; (b) said Assignee shall have no Lien on, nor any claim to, nor any interest of any
kind in, any Non-Assigned Lease or any Equipment covered by any Non-Assigned Lease; and (c) Assignee shall exercise its
rights, benefits and remedies as the assignee of Lessor (including, without limitation, the remedies under Section 20 of the
Master Lease) solely with respect to the Assigned Leases. "Assigned Leases" means only those Leases which have been
assigned to a single Assignee pursuant to a written agreement; and "Non-Assigned Leases" means all Leases excluding the
Assigned Leases.
18.4 Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.
19. EVENTS OF DEFAULT. For each Lease, "Event of Default" means the occurrence of any one or more of the following
events as they may relate to such Lease: (a) Lessee fails to make any Rent Payment (or any other payment) as it becomes
~lue in accordance with the terms of the Lease, and any such failure continues for ten (10) days after the due date thereof; (b)
Lessee fails to perform or observe any of its obligations under Sections 12.1, 14 or 18.1 hereof; (c) Lessee fails to perform or
observe any other covenant, condition or agreement to be performed or observed by it under the Lease and such failure is not
cured within thirty (30) days after receipt of wdtten notice thereof by Lessor; (d) any statement, representation or warranty
made by Lessee in the Lease or in any wdting delivered by Lessee pursuant thereto or in connection therewith proves at any
time to have been false, misleading or erroneous in any material respect as of the time when made; (e) Lessee applies for or
consents to the appointment of a receiver, trustee, conservator or liquidator of Lessee or of all or a substantial part of its
assets, or a petition for relief is filed by Lessee under any federal or state bankruptcy, insolvency or similar law, or a petition in a
proceeding under any federal or state bankruptcy, insolvency or similar law is filed against Lessee and is not dismissed within
sixty (60) days thereafter; or (f) Lessee shall be in default under any other Lease or under any other financing agreement
executed at any time with Lessor.
20. REMEDIES. If any Event of Default occurs, then Lessor may, at its option, exercise any one or more of the following
remedies:
(a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then currently due under all
Leases and all remaining Rent Payments due under all Leases during the fiscal year in effect when the Event of Default
occurs together with interest on such amounts at the rate of twelve percent (12%) per annum (but not to exceed the big hest
rate permitted by applicable law) from the date of Lessors demand for such payment;
MUN2LEAS.MAS PAGE 5 OF 7
(b) Lessor may require Lessee to promptly return all Equipment to Lessor in the manner set forth in Section 21 (and
Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter upon the premises where any
EqUipment is located and repossess such Equipment without demand or notice, without any court order or other process of
law and without liability for any damage occasioned by such repossession;
(c) Lessor may sell, lease or otherwise dispose of any Equipment, in whole or in part, in one or more public or private
~'ansactions, and if Lessor so disposes of any Equipment, then Lessor shall retain the entire proceeds of such disposition free
of any claims of Lessee, provided, that if the net proceeds of the disposition of all the Equipment exceeds the applicable
Termination Value of all the Schedules plus the amounts payable by Lessee under clause (a) above of this Section and under
clause (f) below of this Section, then such excess amount shall be remitted by Lessor to Lessee;
(d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment;
(e) Lessor may exemise any other dght, remedy or privilege which may be available to Lessor under applicable law
or, by appropriate court action at law or in equity, Lessor may enforce any of Lessee's obligations under any Lease; and/or
(f) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-of-pocket costs and expenses
inCUrTed by Lessor as a result (directly or indirectly) of the Event of Default and/or of Lessor's actions under this section,
including, without limitation, any attorney fees and expenses and any costs related to the repossession, safekeeping, storage,
repair, reconditioning or disposition of any Equipment.
None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy aveilab[e to Lessor.
Lessor's exercise of one or more remedies shall not preclude its exercise of any other remedy. No delay or failure on the part
Of Lessor to exercise any remedy under any Lease shall operate as a waiver thereof, nor as an acquiescence in any default,
~hor shall any single or partial exercise of any remedy preclude any other exercise thereof or the exemise of any other remedy.
21. RETURN OF EQUIPMENT. If Lessor is entitled under the previsions of any Lease, including any termination thereof
pursuant to Sections 6 or 20 of this Master Lease, to obtain possession of any Equipment or if Lessee is obligated at any time
to return any Equipment, then (a) title to the Equipment shall vest in Lessor immediately upon Lessor's notice thereof to
Lessee, and (b) Lessee shall, at its sole expense and risk, immediately de-install, disassemble, pack, crate, insure and return
the Equipment to Lessor (all in accordance with applicable industry standards) at any location in the continental United States
Selected by Lessor. Such Equipment shall be in the same condition as when received by Lessee (reasonable wear, tear and
depreciation resulting from normal and proper use excepted), shall be in good operating order and maintenance as required
by the applicable Lease, shall be free and clear of any Liens (except Lessor's Lien) and shall comply with all applicable laws
and regulafions. Until Equipment is returned as required above, all terms of the applicable Lease shall remain in full force and
effect including, without limitation, obligations to pay Rent Payments and to insure the Equipment. Lessee agrees to execute
and deliver to Lessor all documents reasonably requested by Lessor to evidence the transfer of legal and beneficial title to
such Equipment to Lessor and to evidence the termination of Lessee's interest in such Equipment.
22. LAW GOVERNING. Each Lease shall be governed by the taws of the state of Lessee (the "State").
23. NOTICES. All notices to be given under any Lease shall be made in writing and either personally delivered or mailed by
iegular or certified mail or sent by an overnight courier delivery company to the other party at its address set forth herein or at
such address as the party may provide in writing from time to time. Any such notices shall be deemed to have been received
l'~ve (5) days subsequent to mailing.
~4. FINANCIAL INFORMATION. As soon as they are available after their completion in each fiscal year of Lessee dudng any
~_ease Term, Lessee will deliver to Lessor upon Lessor's request the publicly available annual financial information of Lessee.
~5. SECTION HEADINGS. All section headings contained herein or in any Schedule are for convenience of reference only
I~nd do not define or limit the scope of any provision of any Lease.
26. EXECUTION IN COUNTERPARTS. Each Schedule to this Master Lease may be executed in several counterparts, each
~f which shall be deemed an original, but all of which shall be deemed one instrument. Only one counterpart of each Schedule
nhall be marked "Lessor's Original" and all other counterparts shall be deemed duplicates. An assignment of or security
terest in any Schedule may be created through transfer and possession only of the counterpart marked "Lessor's Original".
~7. ENTIRE AGREEMENT; WRITTEN AMENDMENTS. Each Lease, together with the exhibits, schedules and addenda
iattached thereto and made a part hereof and other attachments thereto constitute the entire agreement between the parties
~vith respect to the lease of the Equipment covered thereby, and such Lease shall not be modified, amended, altered, or
~hanged except with the written consent of Lessee and Lessor. Any provision of any Lease found to be prohibited by law shall
~e ineffective to the extent of such prohibition without invalidating the remainder of the Lease.
V1UN2LEAS.MAS PAGE 6 OF 7
LESSEE: LESSOR:
<<SAMPLE)) Chase Equipment Leasing Inc.
By: By:
Tiite: Tit~e: Fundina Authority
<<SAMPLE>) 1111 Polaris Parkway, Suite A3
<<SAMPLE>) Columbus, Ohio 43240
MUN2LEAS.MAS PAGE 7 OF 7
TEXAS LEASE SCHEDULE ADDENDUM
Dated As Of SAMPLE
[;ease Schedule No. SAMPLE dated SAMPLE
[essee: SAMPLE
Eeference is made to the above Lease Schedule ("Schedule") and to the Master Lease-Pumhase Agreement ("Master
I~ease") identified in the Schedule by and between Chase Equipment Leasing Inc. ("Lessor") and the above lessee
{"Lessee"). As used herein, "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master
Lease relates to the Schedule. This Addendum amends and modifies the terms and conditions of the Lease and is hereby
~nade a part of the Lease. Unless otherwise defined herein, capitalized terms defined in the Master Lease shal have the same
meaning when used herein.
NOW, THEREFORE, solely for purposes of the Lease, Lessor and Lessee hereby agree as follows:
1. NON-APPROPRIATION AND NON-SUBSTITUTION AMENDMENTS. All of subsections 6.1,6.2 and 6.3 of the
Master Lease are deleted and replaced with the following:
"6. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS.
"6.1 For the Lease, Lessee represents and warrants: that it has appropriated and budgeted the necessary
funds to make all Rent Payments required pursuant to such Lease for the remainder of the fiscal year in which the
Lease Term commencas; and that it currently intends to make Rent Payments for the full Lease Term as scheduled
in the applicable Payment Schedule if funds are appropriated for the Rent Payments in each succeeding fiscal year
by its governing body. Without contractually committing itself to do so, Lessee reasonably believes that moneys in
an amount sufficient to make all Rent Payments can and will lawfully be appropriated and made available therefor.
All Rent Payments shall be payable out of the general funds of Lessee or out of other funds legally available
therefor. Lessor agrees that the Lease will not be a general obligation of Lessee and the Lease shall not constitute a
pledge of either the full faith and credit of Lessee or the taxing power of Lessee.
"6.2 If Lessee's governing body fails to appropriate suffioient funds in any fiscal year for Rent Payments or
other payments due under the Lease and if other funds are not legally available for such payments, then a "Non-
Appropriation Event" shall be deemed to have occurred. If a Non-Appropriation Event occurs, then: (a) Lessee shall
give Lessor immediate notice of such Non-Appropriation Event and provide written evidence of such failure by
Lessee's governing body; (b) on the Return Date, Lessee shall return to Lessor all, but not less than all, of the
Equipment covered by the Lease, at Lessee's sole expense, in accordance with Section 21 hereof (provided, that if
under applicable State law Lessee's obligation to pay the expenses of returning the Equipment would render the
Lease void or unenforceable under State law, then Lessee shall not be obligated to pay the expenses of returning
the Equipment under section 21 hereof, but Lessee shall be required to cooperate with Lessor in Lessor's taking
possession of the Equipment); and (c) the Lease shall terminate on the Return Date without penalty to Lessee,
provided, that Lessee shall pay all Rent Payments and other amounts payable under the Lease for which funds
shall have been appropriated or ara otherwise legally available, provided further, that Lessee shall pay month-to-
mo nth rent at the rate set forth in the Lease for each month or part th ereof th at Lessee fails to return the Equipment
under this Section 6.2. "Return Date" means the last dayofthe fiscal year for which appropriations were made for
the Rent Payments due under the Lease."
2. DECLARATION OF PERSONAL PROPERTY FINANCING.
(a) LESSEE AND LESSOR EXPRESSLY DECLARE AND AGREE THAT THE EQUIPMENT SHALL
ONSTITUTE PERSONAL PROPERTY AND THAT THE EQUIPMENT SHALL NOT BE DEEMED, OR IDENTIFIED AS,
NY OF THE FOLLOWING: REAL PROPERTY; AN IMPROVEMENT ON ANY REAL PROPERTY; A PERMANENT
UlLDING OR STRUCTURE ON ANY REAL PROPERTY; OR A FIXTURE ON ANY REAL PROPERTY.
(b) Lessee represents and warrants to Lessor that the Equipment is personal propertyand that the Equipment is not
any of the following: real property; an improvement on any real property; a permanent building or structure on any real
property; or a fixture on any real property. Upon Lessor's written request, Lessee shall furnish to Lessor a certificate executed
by an independent engineer or architect who is reasonably satisfactory to Lessor wherein said engineer or amhitect certif~s
Ihat the Equipment is relocatable or transportable and will remain personal properly.
{c) Without limiting the generality of the representations in the Master Lease as it applies to the Lease, Lessee
represents and warrants to Lessor that the Lease complies with all applicable provisions of the laws of the State of Texas,
(munilease.tex) Page 1
~cluding, without limitation, all applicable public finance laws of the State of Texas.
3. NO SALE OF FRACTIONAL INTERESTS IN THE LEASE. Lessor agrees that: (a) unless otherwise agreed by
Lessee in writing, Lessor will not create or sell fractional interests in the Lease or participation interests in the Lease; (b) if
Lessor sells or assigns its dghts in the Lease, then, unless otherwise agreed by Lessee in writing, such sale or assignment
8hall be of an undivided interest in all of Lessor's right, title and interest in the Lease to a single purchaseror assignee; and (c)
[~ Lessee consents to the creation or sale of any fractional interests in the Lease or any participation interests in the Lease,
Lessor agrees that such transaction shall comply with applicable State and federal law.
4. GENERAL. Except as expressly amended by this Addendum and other modifications signed by Lessor, the
Lease remains unchanged and in full rome and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced above.
IL AMPLE Chase Equipment Leasing Inc.
essee) (Lessor)
~y: By:
Title: Title: Funding Authority
(munilease.tex) Page 2
PREPAYMENT RESTRICTION SCHEDULE ADDENDUM
[.ease Schedule No. SAMPLE
~essee: SAMPLE
Reference is made to the above Lease Schedule ("Schedule") and to the Master Lease-Purchase Agreement
~"Master Lease") identified in the Schedule, which are by and between Chase Equipment Leasing Inc. ("Lessor") and the
~bove lessee ("Lessee"). As used herein: "Lease" shall mean the Schedule and the Master Lease, but only to the extent that
l~e Master Lease relates to the Schedule. This Schedule Addendum amends and supplements the terms and conditions of
1he Lease. Unless otherwise defined herein, capitalized terms defined in the Lease shall have the same meaning when used
herein.
1. Solely for purposes of the Schedule, Lessor and Lessee agree that, notwithstanding anything to the contrary in
~e Lease (express or implied), Lessee's option under Section 15 of the Master Lease to purchase the Equipment or to
~rapay the Lease obligations may be exercised by Lessee only on or after the Permitted Prepayment Month of Lease Term
~s stated below).
Permitted Prepayment Month: on or after the LAST month of the Lease Term
2. The parties acknowledge that the Termination Value column of the Payment Schedule to the above Lease
Schedule is included solely for purposes of the calculations required by Sections 13.3 (casua~[y loss of Equipment) and 14.1
{required amount of casualty loss insurance) of the Master Lease and said Termination Value column does not negate the
!estdctions on purchase options or voluntary prepayment in paragraph 1 of this addendum.
3. Except as expressly amended or supplemented by this Addendum and other instn~ments signed by Lessor and
Lessee, the Lease remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date of the Schedule first
ieferenced above.
~AMPLE
!Lessee)
Title:
~HASE EQUIPMENT LEASING INC.
!Lessor)
~l'itle: Fundinq Authority
restricted prepay sch add [legal:7.5.02])
LEASE SCHEDULE NO. ~(SAMPLE]~
Dated As Of <<SAMPLE~
T~is Lease Schedule, toqether with its Payment Schedule, is attached and made a part of the Master Lease-Purchase
A[~reement described below ("Master Lease") between the Lessee and Lessor named below. All terms and conditions of the
MSster Lease are incorporated herein by reference. Unless otherwise defined herein, capitalized terms defined in the Master
Ldase will have the same meaning when used herein.
M~ster Lease-Purchase Agreement dated <<SAMPLE))
A. iEQUIPMENT DESCRIBED: The Equipment includes all of the properb/described on Schedule A-1 attached hereto and
m~de a part hereof.
B.;EQUIPMENT LOCATION: <<SAMPLE))
<<SAMPLE))
C,iACCEPTANCE OF EQUIPMENT: AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a) LESSEE HAS
R~ECEIVED AND INSPECTED ALL EQUIPMENT; (b) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES
WITH ALL PURCHASE ORDERS, CONTRACTS AND SPECIFICATIONS; (c) LESSEE ACCEPTS ALL EQUIPMENT FOR
P~IRPOSES OF THE LEASE "AS-IS, WHERE-IS"; AND (d) LESSEE WAIVES ANY RIGHT TO REVOKE SUCH
ACCEPTANCE.
D.',ESSENTIAL USE; CURRENT INTENT OF LESSEE: Lessee represents and agrees that the use ofthe Equipment is
essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its citizens and the
Ecjuipment will be used by Lessee only for the purpose of performing its governmental or proprietary functions consistent with
the permissible scope of its authority. Lessee currently intends for the full Lease Term: to uss the Equipment; to continue this
Ldase; and to make Rental Payments if funds are appropriated in each fiscal year by its governing body.
E.!RENTAL PAYMENTS; LEASE TERM: The Rental Payments to be paid by Lessee to Lessor, the commencement date
thereof and the Lease Term of this Lease Schedule are set forth on the Payment Schedule attached to this Lease Schedule.
F. RE-AFFIRMATION OF THE MASTER LEASE: Lessee hereby re-affirms all of its representations, warranties and obligations
urlder the Master Lease (including, without limitation, its obligation to pay all Rental Payments, its disclaimem in Section 7
thereof and its representations in Sections 6.1 and 16 thereof).
G. BANK QUALIFIED: LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED TAX-EXEMPT
OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE, THAT IT HAS NOT DESIGNATED MORE
TITIAN $10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX-EXEMPT OBLIGATIONS IN ACCORDANCE WITH SUCH
SECTION FOR THE CURRENT CALENDAR YEAR AND THAT IT REASONABLY ANTICIPATES THAT THE TOTAL
AI~IOUNT OF TAX-EXEMPT OBLIGATIONS TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR
W~ILL NOT EXCEED $10,000,000.
Equipment/Escrow Acceptance Date:
I. ESSEE: LESSOR:
~SAMPLE)) Chase Equipment Leasing Inc.
I~y: By:
Tiite: Title: Fundinq Authority
~SAMPLE)) 1111 Polads Parkway, Suite A3
¢SAMPLE)) Columbus, Ohio 43240
~LDS.DOC PAGEIOF1
SCHEDULE A-1
Equipment Description
ease Schedule No. <<SAMPLE>> dated <<SAMPLE>>
~-he Equipment described below includes all attachments, additions, accessions, parts, repaim, improvements, replacements
and substitutions thereto.
Equipment Location: <(SAMPLE)>
<<SAMPLE>>
~quipment Description: <<SAMPLE>>
Expected Equipment Purchase Price $<<SAMPLE>)
Minus Lessee Down Payment/Trade-in $<<SAMPLE~
Ret Amount Financed $<<SAMPLE>)
this Schedule A-1 is attached to the Lease Schedule or a Receipt Certificate/Payment Request relating to the Lease
Schedule.
~_SAMPLE>> Chase Equipment Leasine Inc.
essee) (Lessor)
~y: By:
~'itle: Title: Fundinq Authority
~ILDSA1.DOC PAGE 1 OF 1
PAYMENTSCHEDULE
'his Payment Schedule is attached and made a part of the Lease Schedule identified below which ia part of the Master
,ease-Purchase Agreement identified therein, all of which are between the Lessee and Lessor named below.
~ease Schedule No. <~SAMPLE)> Dated ~SAMPLE>>
Accrual Date: ~(SAMPLE))
~mount Financed: $~(SAMPLE~>
lterest Rate: % per annum
lent Rent Rent Interest Principal Termination
Jumber Date Payment Portion Portion Value
AMPLEr) Chase Equipment LeasinR Inc.
.essee) (Lessor)
~y: By:
'~itle: Title: Fundina Authoritv
/ILDPYMT.DOC PAGE 1 OF 1
CERTIFICATE OF INCUMBENCY
essee: ~SAMPLE~
~ease Schedule No. ~<SAMPLE~ Dated <~SAMPLE~
I, the undersigned Secretary/Clerk identified below, do hereby certi~ that I am the duly elected or appointed and
~cting Secretary/Clerk of the above Lessee (the "Lessee"), a political subdivision duly organized and existing under the laws of
~e State where Lessee is located, that I have the title stated below, and that, as of the date hereof, the individuals named
,elow are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names.
[NOTE: Use same titles as Authorized Representatives stated in Resolutions.]
I~ame Title Signature
lame Title Signature
IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such Lessee as of the date set
~rth below.
[SEAL]
;ignature of Secretary/Clerk of Lessee
>rintName:
)fficial T~le:
)ate:
vlLDCERT.DOC PAGE 1 OF 1
RESOLUTION AND
DECLARATION OF OFFICIAL INTENT
.essee: (<SAMPLE>)
~rincipal Amount Expected To Be Financed: $<<SAMPLE>>
VHEREAS, the above Lessee is a political subdivision of the State in which Lessee is located (the "State") and is duly
~rganized and existing pursuant to the constitution and laws of the State.
VHEREAS, pursuant to applicable law, the governing body of the Lessee ("Governing Body~') is authorized to acquire,
lispose of and encumber real and personal property, including, without limitation, dghts and interests in property, leases and
,asements necessary to the functions or operations of the Lessee.
VHEREAS, the Governing Body hereby finds and determines that the execution of one or more lease-purchase agreements
'Equipment Leases") in the principal amount not exceeding the amount stated above ("Principal Amount") for the purpose of
~cquiring the property generally described below ("Preperty~) and to be described more specifically in the Equipment Leases is
~pprepriate and necessary to the functions and operations of the Lessee.
Irief Description Of Property:
:SAMPLEr
YV HEREAS, Chase Equipment Leasing Inc. ("Lessor") is expected to act as the lessor under the Equipment Leases.
WHEREAS, the Lessee may pay certain capital expenditures in connection with the Property prior to its receipt of proceeds of
Ihe Equipment Leases ("Lease Purchase Proceeds") for such expenditures and such expenditures are not expected to
exceed the Principal Amount.
WHEREAS, the U.S. Treasury Department regulations do not allow the proceeds of a tax-exempt borrowing to be spent on
~oOrking capital and the Lessee shall hereby declare its official intent to be reimbursed for any capital expenditures for property
m the Lease Purchase Proceeds.
NOW, THEREFORE, Be It Resolved by the Governing Body of the Lessee:
Section 1. Eitheroneofthe OR the
(each an "Authorized Representative") acting on behalf of the
Lessee is hereby authorized to negotiate, enter into, execute, and deliver one or more Equipment Leases in substantially the
~orm set forth in the document presently before the Governing Body, which document is available for public inspection at the
effice of the Lessee. Each Authorized Representative acting on behalf of the Lessee is hereby authorized to negotiate, enter
~nto, execute, and deliver such other documents relating to the Equipment Lease (including, but not limited to, escrow
agreements) as the Authorized Representative deems necessary and appropriate. All other related contracts and agreements
~ecessary and incidental to the Equipment Leases are hereby authorized.
Section 2. By a written instrument signed by any Authorized Representative, said Authorized Representative may designate
Specifically identified officers or employees of the Lessee to execute and deliver agreements and documents relating to the
Equipment Leases on behatf of the Lessee.
Section 3. The aggregate odginal principal amount of the Equipment Leases shall not exceed the Principal Amount and shall
bear interest as set forth in the Equipment Leases and the Equipment Leases shall contain such options to purchase by the
Lessee as set forth therein.
Section 4. The Lessee's obligations under the Equipment Leases shall be subject to annual appropriation or renewal by the
Governing Body as set forth in each Equipment Lease and the Lessee's obligations under the Equipment Leases shall not
constitute general obligations of the Lessee or indebtedness under the Constitution or laws of the State.
~ection 5. The Governing Body of Lessee anticipates that the Lessee may pay certain capital expenditures in connection with
Ihe Property prior to the receipt of the Lease Purchase Proceeds for the property. The Governing Body of Lessee hereby
declares the Lessee's official intent to use the Lease Purchase Proceeds to reimburse itself for Property expenditures. This
Section of the Resolution is adopted by the Governing Body of Lessee for the purpose of establishing compliance with the
requirements of Section 1.150-2 of Treasury Regulations. This section of the Resolution does not bind the Lessee to make
any expenditure, incur any indebtedness, or proceed with the purchase of the Property.
MUN2RESO.DOC PAGE I OF 2
Section 6. As to each Equipment Lease, the Lessee reasonably anticipates to issue not more than $10,000,000 of
~x-exempt obligations (other than "pdvate activity bonds" which are not "qualified 501(c)(3) bonds") during the fiscal year in
~vhich each such Equipment Lease is issued and hereby designates each Equipment Lease as a qualified tax-exempt
~bligation for purposes of Section 265(b) of the Internal Revenue Code of 1986, as amended.
Section 7. This Resolution shall take effect immediately upon its adoption and approval.
ADOPTED AND APPROVED on this __,
The undersigned Secretary/Clerk of the above-named Lessee hereby certifies and attests that the undersigned has access
Io the official records of the Governing Body of the Lessee, that the foregoing resolutions were duly adopted by said
Governing Body of the Lessee at a meeting of said Governing Body and that such resolutions have not been amended or
Altered and are in full force and effect on the date stated below.
Signature of Secretary/Clerk of Lessee
Print Name:
{3McialT~le:
Date:
vlUN2RESO.DOC PAGE 2 OF 2
FORM OF OPINION OF COUNSEL
(To Be Typed on Attorney's Letterhead Stationery)
~ate: <<SAM PLE>>
ILessee: <<SAM PLE>>
I~essor: Chase Equipment Leasing Inc.
~e: Lease Schedule No, ~SAMPLE~ dated <<SAMPLE~ together with its Master Lease-Purchase
Agreement dated as of <<SAMPLE~ by and between the above-named Lessee and the above-
named Lessor and the Escrow Agreement dated <<SAMPLE>> relating to the foregoing
Gentlemen:
lhave acted as counsel to Lessee with respect to the Lease Schedule, the Master Lease-Purchase Agreement
nd all other agreements described above or related thereto (collectively, the "Agreements") and various
~elated matters, and in this capacity have reviewed a duplicate original or certified copy of the Agreements
and such other documents as I have deemed necessary for the purposes of this opinion.
Based upon the examination of such documents, it is my opinion that:
1. Lessee is a political subdivision of the State of (the "State") duly organized, existing and
~perating under the Constitution and laws of the State.
~. Lessee is authorized and has power under State law to enter into all of the Agreements, and to carry out
its obligations thereunder and the transactions contemplated thereby.
$. The Agreements and all other documents related thereto have been duly authorized, approved and
executed by and on behalf of Lessee, and each of the Agreements is a valid and binding contract of Lessee
enforceable in accordance with its terms, except to the extent limited by State and Federal laws affecting
(:reditor's remedies and by bankruptcy, reorganization or other laws of general application relating to or
affecting the enforcement of creditors' rights.
4. The authorization, approval and execution of the Agreements and all other proceedings of Lessee relating
to the transactions contemplated thereby have been performed in accordance with all applicable Local, State
~and Federal laws (including open meeting laws and public bidding and property acquisition laws).
~. 'Fo the best of my knowledge, there is no litigation or proceeding pending before any court, administrative
agency or governmental body, that chal[enges: the organization or existence of Lessee; the authority of its
~fficers; the proper authorization, approval and execution of any of the Agreements or any documents
relating thereto; the appropriation of monies to make payments under the Agreements for the current fiscal
~ear; or the ability of Lessee otherwise to perform its obligations under the Agreements and the transactions
¢ontemplated thereby.
~6. Lessee is a political subdivision of the State as referred to in
Section
103
of
the
Internal
Revenue
Code
of
[986, as amended, and the related regulations and rulings thereunder.
Lessor its Assignee and any of their assigns may rely upon this opinion.
Very truly yours,
Attorney
[vlLDOPN.DOC PAGE 1 OF 1
ESCROW AGREEMENT
Dated as of ~<SAMPLE~
(Gross Fund-Earnings to Lessee)
This Escrow Agreement together with all addenda, riders and attachments hereto, as the same may from time to time be
.~mended, modified or supplemented ("Agreement") is made and entered as of the,, date set forth above by and among the Escrow
gent identified below ("Escrow Agent"), the Lessee identified below ("Lessee) and CHASE EQUIPMENT LEASING rNC.
~'Lessor").
Escrow Agent: J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
I~essee: <<SAMPLE>~
For good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Recitals.
1.01 Lessor and Lessee have entered into the Lease identified below (a copyof which is attached to this Agraement
:s Exhibit A) whereby Lessor has agreed to lease and sell certain property described therein (the "Equipment") to Lessee, and
essee has agreed to lease and purchase the Equipment from Lessor, in the manner and on the terms set forth in the Lease.
1.02 "Lease" means, collectively, the Lease Schedule identified below and the Master Lease-Purchase Agreement
i~dentified in said Lease Schedule (to the extent that it relates to said Lease Schedule) together with all exhibits, schedules,
denda, dders and attachments thereto.
~ease Schedule No. <<SAMPLE>>
1.03 LESSOR'S DEPOSIT: $<<SAMPLE~. Lessor shall pay or cause to be paid to the Escrow Agent the amount of
t~he Lessor's Deposit which will be credited to the Equipment Acquisition Fund established in Section 2 hereof. To the extent tha~
~e Purchase PHce of the Equipment exceeds the Lessor's Deposit, Lessee shall either deposit with Escrow Agent fu rids which will
~e credited to the Equipment Acquisition Fund and used to pay the balance of the Purchase Price of the Equipment or Lessee
Shall pay such balance directly to the Suppliers.
1.04 FUNDING EXPIRATION DATE: <<SAMPLE>>. Lessee and Lessor agree that all Equipment should be deliverad and
ipstalled, and all funds disbursed from the Equipment Acquisition Fund, no later than the above Funding Expiration Date.
1.05 Under the Lease, Lessee will cause each item of Equipment to be ordered from the applicable Suppliers. Lessee
~hall furnish to Lessor as soon as available, a copy of the purchase orders or pumhase contracts for all Equipment ordered
i~ursuant to the Lease, showing the Supplier, the Purchase Price and the estimated delivery dates.
1.06 Subject to such control by Lessee and Lessor as is provided herein, Lessor and Lessee agree to employ the
Iscrow Agent to receive, hold, invest and disburse the moneys to be paid to the Escrow Agent as described in Section 1.03, alias
ereinafter provided. The Escrow Agent shall not be obligated to assume or per[orm any obligation of Lessee or Lessor under the
lease or of any Supplier with respect to any Equipment by reason of anything contained in this Agreement. Any funds in the
quipment Acquisition Fund not needed to pay the Purchase Price of Equipment will be paid to Lessor or Lessee, alias hereinafter
i~rovided.
1.07 This Agreement is not intended to alter or change in any way the rights and obligations of Lessor and Lessee under
ihe Lease, but is entireh/supplemental thereto, The terms capitalized in this Agreement but not defined herein shall have the
i~eanings given to them in the Exhibit A.
1.08 Each of the parties hereto has authority to enter into this Agreement, and has taken all actions necessary to
~uthorize the execution of this Agreement by the officers whose signatures ara affixed hereto.
Section 2. Equipment Acouisition Fund.
2.01 The Escrow Agent shall establish a special escrow fund designated as the Equipment Acquisition Fund (the
~Equipment Acquisition Fund"), shall keep such fund separate and apart from all other funds and money held by it, and shall
pdminister such fund as provided in this Agreement.
2.02 The Lessor's Deposit and any funds deposited by Lessee under Section 1.03 hereof shall be credited to the
Equipment Acquisition Fund which shall be used to pay the balance of the Purchase Price of each item of Equipment subject to
the Lease. The Escrow Agent shall pay to the Suppliers of the Equipment the payment amounts then due and payable with
MUN3-escrow.doc (11-29-00) PAGE I OF 7
~espect thereto upon receipt of all of the following:
(a) a Receipt Certificate/Payment Request executed by Lessor and Lessee which describes the items of Equipment for
which payment is to be made and specifies each Supplier and its address and the applicable portion of the Pumhase Pdce
of the items of Equipment to be paid;
(b) the Suppliers' invoices speci~ng the applicable portion of the Purchase Price of the items of Equipment described in
said Receipt Certificate; and
(c) if the item of Equipment is a titled vehicle, a copy of the Manufacturer's Statement of Odgin (MSO) covering such item
showing Lessor as first and sole lienholder.
2.03 If Lessor delivers to the Escrow Agent written notice of the occurrence of an event of default underthe Lease orofa
~nrmination of the Lease due to a non-appropriation event or non-renewal event under the Lease, then the Escrow Agent shall
mediately remit to Lessor the remaining balance of the Equipment Acquisition Fund.
2.04 Upon the Escrow Agent's receipt of a Full Funding Notice, the Escrow Agent shall apply the balance remaining in
ihe Equipment Acquisition Fund:
first, to all reasonable fees and expenses incurred by the Escrow Agent in connection herewith as evidenced by its
Statement forwarded to Lessee and Lessor; and
second, to Lessor to be applied by Lessor for beneffi of Lessee either: (a) toward the principal portion of the Rent
Payment next coming due under the Lease; or (b) toward a partial prepayment of the principal amount remaining due under the
~.ease and thereupon Lessor shall prepare and deliver to Lessee a revised Payment Schedule reflecting such part~31 prepayment of
~rincipal.
iFull Funding Notice" means the Final Receipt Certificate/Payment Request which confirms that all Equipm, ent covered by the
ease has been delivered to and accepted by Lessee under the Lease and that the full amount of the Lessor s Deposit has been
I~aid to the applicable Suppliers.
2.05 Upon the Funding Expiration Date stated in Section 1.04 above, the Escrow Agent shall apply the balance of the
[essor's Deposit remaining in the Equipment Acquisition Fund:
first, to all reasonable fees and expenses incurred by the Escrow Agent in connection herewith as evidenced by its
Statement forwarded to Lessee and Lessor; and
second, to Lessor to be applied by Lessor for beneffi of Lessee either: (a) toward the principal portion of the Rent
Payment next coming due under the Lease or (b) toward a partial prepayment of the principal amount remaining due under the
lease and thereupon Lessor shall prepare and deliver to Lessee a revised Payment Schedule reflecting such partial prepayment of
rincipal.
pon the Funding Expiration Date stated in Section 1.04 above, the Escrow Agent shall apply the interest earnings on the Lessor's
eposit as set forth in Section 2.04 above.
2.06 The Escrow Agent shall not be responsible for the sufficiency of the moneys credited to the Equipment Acquisition
Fund to make the payments herein required.
Section 3. Moneyin Equipment Acquisitions Fund; Investment.
3.01 The money and investments held by the Escrow Agent under this Agreement are irrevocably held in trust for the
Ienefit of Lessee and Lessor, and such money, together with any income or interest earned thereon, shall be expended only as
rovided in this Agreement, and shall not be subject to levy or attachment, or to any security interest or lien, by or for the benefit of
~ny creditor of either Lessee or Lessor; provided, that the money and investments held bythe Escrow Agent under thisAgreement
~hall be subject to the secudty interests provided in Sections 3.07 and 4.03 hereof.
3.02 Money held by the Escrow Agent hereunder shall be invested and reinvested by the Escrow Agent at the written
~direction of Lessee in Qualified Investments (as defined below). Such investments shall be registered in the name of the Escrow
,Agent and held by the Escrow Agent. The Escrow Agent may purchase or sell to itself or any affiliate, as principal or agent,
13vestments authorized by this Section. Such investments and reinvestments shall be made giving consideration for the time at
~vhich funds are required to be available. No investment shall be made that would cause the Agreement to be deemed an
!arbitrage bond" within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended.
3.03 The Escrow Ag ent shall have no discretion whatsoever with respect to the management, disposition or investment of
MUN3-escrow.doc (11-29-00) PAGE 2 OF 7
~he Escrow Account and is not a trustee or fiduciary to Lessee. Lessee acknowledges and agrees that all investments made
~ursuant to this section shall be for the account and risk of Lessee and any losses associated with investments shall be borne
;olely by Lessee. Escrow Agent shall from time to time invest and reinvest the funds held in the Escrow Account, as and when
~structed by Lessee, ia writing, in any one or more of the following (hereinafter, "Qualified Investments"): (a) obligations of the
Jnitad States of America; (b) general obligations of any State of the United States of America; (c) general obligations of any political
~ubdivision of a State of the United States of America, if such obligations are rated by at least two recognized rating services as at
~ast AA; (d) cedificates of deposit of any national bank or banks (including, if applicable, Escrow Agent or an affiliate of Escrow
~geot) insured by the Federal Deposit Insurance Corporation (FDIC)with a net wodh in excess of $100,000,000 ("Acceptable
lank"); (e) obligations of State or Municipal Public Housing Authorities chartered by the United States of America and guaranteed
~y the United States of America; (f) demand interest bearing accounts of Escrow Agent or an affiliate of Escrow Agent if Escrow
kgent or an affiliate of Escrow Agent is an Acceptable Bank; (g) money market funds whose assets are solely invested in
~bligations listed in (a) through (f) above, including repurchase agreements secu red by such obligations, and which money market
unds are rated in either of the two highest categories of any Rating Agency at the time of pumhase, including, without limitation,
he JPMorgan Funds, the One Group Funds er any other mutual fund for which the Escrow Agent or an affiliate of the Escrow
kgent serves as investment manager, administrator, shareholder servicing agent, and/or custodian or subcustodian,
~otwithstand lng that (1) the Escrow Ag ent or an affiliate of the Escrow Agent receives fees from such fu ads for services rendered,
2) the Escrow Agent charges and collects fees for services rendered pumuant to the Lease or this Agreement, which fees are,
;eparate from the fees received from such funds and (3) services performed for such funds and pursuant to this Agreement may at
mes duplicate those provided to such funds by the Escrow Agent or its affiliates; and (h) any other obligations approved in wdting
~y Lessor. In the event that no instructions are received from Lessee as provided above, Escrow Agent shall invest the Escrow
Account in JPMorgan Funds or One Group Funds pursuant to subparagraph (g) above.
3.04 If any of the above-described Qualified Investments are not legal investments of Lessee, then Lessee shall
g mediately notify Escrow Agent which ef said Qualified Investments are not legal investments of Lessee, and shall provide Escrow
ent with direction to invest funds in accordance with Section 3.03.
3.05 The Escrow Agent shall, without further direction, sell such investments as and when required to make any payment
om the Equipment Acquisition Fund. Any income received on such investments shall be credited to the Equipment Acquisition
und.
3.06 The Escrow Agent shall furnish a monthly statement listing all investments to Lessor and to Lessee. The Escrow
~gent shall not be responsible or liable for any loss suffered in connection with any investments of moneys made by it in
~ccordance with this Section,
3.07 Lessee hereby grants Lessor a security interest in the money and investments held by the Escrow Agent under this
kgreement as collateral security for the payment and performance of all of Lessoe's obligations under the Lease, this Agreement
~nd any agreement, contract or instrument related to the Lease or this Agreement. Lessee represents and warrants to Lessor that
he money and investments held by the Escrow Agent under this Agreement are free and clear of any liens, security interests or
~ncumbrances other than the security interests created under this Agreement. Escrow Agent hereby acknowledges that it holds
he money and investments held by the Escrow Agent under this Agreement subject to such socudfy interest created by Lessee as
~allee for Lessor; provided, that Escrow Agent's security interest in such money and investments as created under Section 4.03
lereof shall be superior to Lessor's security interest therein.
Section 4. Escrow Aqent's Authority; Indemnification.
4.01 The Escrow Agent may: act in reliance upon anywriting, notice, certificate, instruction, instrument or signature which
in good faith, believes to be geauine; assume the validity and accuracy of any statement or assertion contained in such a w~ing,
~otice, certificate, instruction or instrument; and assume that any person purporting to give any such writing, notice, certificate,
~struction or instrument in connection with the provisions hereof has been duly authorized to do so. Except as expressly provided
~th emvise in this Ag reement, the Escrow Agent shall not be liable in any man n er fo r th e sufficiency or correctness as to form of, the
'nanner of execufion of, or the validify, accuracy or authenticity of any writing, notice, certificate, instruction or instru meat deedsited
vith it, nor as to the identity, authodfy or dght of any person executing the same. The Escrow Agent's duties hereunder (incbding,
vithout limitation, its duties as to the safekeeping, investment and disbursement of moneys in the Equipment Acquisition Fund)
~hall be limited to those specifically provided herein.
4.02 Lessee and Lessor jointly and severally shall indemnify, defend and save harmless the Escrow Agent from any and
xllclaims, liabilities, losses, damages, fines, and expenses (including out-of pocket and incidental expenses and fees and
penalfie,,s,
peases of in house or outside counsel) ("Losses) arising out of or in connection with (i) its execution and performance of this
greement, except to the extent and that such Losses are due to the gross negligence or willful misconduct of the Escrow Agent,
(ii) its following any instructions or other directions from Lessee or the Lessor, except to the extent that its following any such
~struction or direction is expressly forbidden by the terms hereof. The provisions of this Section 4.02 shall survive the termination of
~his Agreement and the resignation or removal of the Escrow Agent for any reason. The indemnifications set forth herein are
notend ed to and shall include the indemnification of all affected agents, directors, officers and employees of the Escrow Agent. In
event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including
AUN3-escrow.doc (11-29-00) PAGE 3 OF 7
~ut not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of
le form of action.
4.03 Lessee and Lessor hereby grant Escrow Agent a first priority secudty interest in the money and inveslments held by
le Escrow Agent under this Agreement as collateral security for the costs and expenses of the foregoing of Section 4.02 and for
,ny other expenses, costs, fees or charges of any character or nature which may be incurred by the Escrow Agent (including
saeenable attorneys' fees and court costs) relating to any suit (interpleader or otherwise) or other dispute arising between Lessee
~nd Lessor as to the correct interpretation of the Lease, this Agreement or any instructions given to the Escrow Agent hereunder,
¢ith the dght of the Escrow Agent, regardless of the instructions aforesaid, to hold the said property until and unless said expenses,
,:osts, fees and charges shall be fully paid.
4.04 If Lessee or Lessor disagree about the interpretation of the Lease or this Agreement, about their rights and
~bligations under the Lease or this Agreement, or about the propriety of any action contemplated by the Escrow Agent hereunder,
hen the Escrow Agent may, but shall not be required to, file an appropriate civil action to resolve the disagreement. Lessee and
.essor shall pay all costs, including reasonable attorneys' fees, in connection with such action. The Escrow Agent shall be fully
~retected in suspending all or any part of its activities under this Agreement until a final judgment in such action is received.
, 4.05 The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and
~retection with the opinion of such counsel. The Escrow Agent shall otb eP, viee not be liable for any mistakes of facts or errors of
ludgment, or for any acts or omissions of any kind unless caused by the Escrow Agent's gross negligence or willful misconduct.
None of the provisions contained in this Agreement shall require the Escrow Agent to use or advance its own funds in the
~erformance of any of its duties or the exercise of any of its dghts or powers hereunder.
Section 5. Chanoe of Escrow Aoent,
5.01 Upon agreement of the parties hereto, a national banking association or a state bank having capital (exclusive of
orrewed capital) and surplus of at least $10,000,000.00, qualified as a depository of public funds, may be substituted to act as
screw Agent under this Ag reement. Such substitution shall not be deemed to affect the rights or obligations of the parties hereto.
pon any such substitution, the Escrow Agent agrees to assign to such substitute Escrow Agent all of its rights under this
~greement.
5.02 The Escrow Agent or any successor may at any time resign by giving mailed notice to Lessee and Lessor of its
iueteetio n to resign and of the proposed date of resignation, which shall be a date not less than thirty (30) days after such notice is
posited in the United States mail with postage fully prepaid, unless an earlier resignation date and the appointment of a
ccessor Escrow Agent has been approved by Lessee and Lessor.
5.03 The Escrow Agent may appoint an agent to exercise any of the powers, dghts or remedies granted to the Escrow
~,gent under this Agreement, to hold title to property or to take any other action which may be desirable or necessary hereunder.
5.04 Any corporation, association or other entity into which the Escrow Agent may be converted or merged, orwith which
may be consolidated, or to which it may sell or otherwise transfer all or substantially all of its corporate trust assets and business
)r any corporation, association or other entity resulting from any such conversion, sale, merger consolidation or other transfer to
vhich it is a party, ipso facto, shall be and become successor escrow agent hereunder, vested with all other matters as was its
)redecessor, without the execution or filing of any instrument or any further act on the part of the parties hereto, notwithstanding
~nything herein to the contrary.
Section 6. Administrative Provisions,
6.01 The Escrow Agent shall keep complete and accurate records of all money received and disbursed under this
\g reement, which shall be available for inspection by Lessee or Lessor, or the agent of either of them, at any time during regular
)usiness hours.
6.02 Ali written notices to be given under this Agreement shall be given by mail to the party entitled thereto at its address
~et forth below, or at such address as the party may provide to the other parties hereto in writing from time to time. Any such notice
hall be deemed to have been received three (3) days after deposit in the United States mail, with postage fully prepaid.
6.03 This Agreement shall be construed and governed in accordance with the laws of the State of Lessee.
6.04 Any provision of this Agreement found to be prohibited by law shall be ineffective only to the extent of such
~rehibition, and shall not invalidate the remainder of this Agreement.
6.05 This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
3ssigns. Specifically, the term "Leesor" as used herein means any person or entity to whom Lessor has assigned its dght to receive
:~ent Payments under the Lease and any other payments due to Lessor hereunder from and after the date when a written notice of
VlUN3-escrow.doc (11-29-00) PAGE 4 OF 7
uch assignment is filed with the Escrow Agent.
6.06 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of
hich shall constitute but one and the same Agreement.
6.07 This Ag reement shall terminate upon disbursement by the Escrow Agent of all money held by it hereunder.
Section 7. Securit~ Procedures. In the event funds transfer instructions are given (other than in writing at the time of
~xecution of this Escrow Agreement), whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek
;onfirmation of such instructions by telephone call-back to the person or persons designated on schedule I hereto ("Schedule 1"),
ind the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The
~ersons and telephone numbers for callbacks may be changed only in a writing actually received and acknowledged bythe Escrow
~gent. The Escrow Agent and the beneficia~s bank in any funds transfer may rely solely upon any account numbers or similar
~entifying numbers provided by the Lessee or Lessor to identify (i) the beneficiary, (ii) the beneficiary's bank, or (iii) an intermediary
,ank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying
~umber, even where its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other
~an the beneflciary's bank or an intermediary bank designated. The parties to this Escrow Agreement acknowledge that these
~ecurity procedures are commercially reasonable.
[The next page is the signature page.]
¢lUN3-escrow.doc (11-29-00) PAGE 5 OF 7
Section 8. Escrow Al:lent Fees, $750.00 ("Acceptance Fee"). As compensation for EscrowAgent's services hereunder,
.eseee agrees to pay Escrow Agent the above Acceptance Fee; provided, that Escrow Agent will waive the Acceptance Fee so
~ng as the Qualified Investment for the Lessor's Deposit shall be an eligible deposit of any bank affiliate of the Escrow Agent
ind/or any JPMorgan Fund or any One Group Funds. If the Acceptance Fee is payable by Lessee, then Lessee autho~zes Escrow
~gent either to deduct said Acceptance Fee from the interest and eamings otherwise payable to Lessee under this Agreement or
n bill and collect said Acceptance Fee at the Funding Expiration Date. In addition, Lessee agrees to reimburse Escrow Agent for
:s reason able out-of-pocket costs and expenses and any extraordinary fees and expenses fo r performing its obligations hereunder
including, but not limited to, attorney's fees and expenses) and to pay all other amounts expressly due and payable to Escrow
kgent hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
I; P' MORGAN.,TRUST COMPANY, NATIONAL ASSOCIATION
Escrow Agent )
~y: 6525 West Oval Campus, Suite 200
-itle: New Albany, Ohio 43054
;HASE EQUIPMENT LEASING INC.
"Lessor")
~y: 1111 Polaris Parkway, Suite A-3
'itle: Funding Authority Columbus, Ohio 43240
;AMPLE>)
"Lessee")
~y: <<SAN PLE>>
-itle: <<SAM PLE>>
ttachments: Exhibit A (Copy of Lease Schedule identified in Section '1.02 above)
Schedule t (Name/~elephone # of call-back person(s) designated by Section 7 above)
~lUN3-escrow.doc (11-29-00) PAGE 6 OF 7
Schedule 1
Telephone Number(s) for Call-Backs and
Person(s) Desiqnated to Confirm Funds Transfer Instructions
= to Lessee:
Name Telephone Number
!.
i to Lessor:
~ Name Telephone Number
!. Larry E. Spencer (614) 213-7177
? Michelle R. Nance (614) 213-1019
. Timothy L. Ellerbrock (614) 213-7645
telephone call-backs shall be made to each Lessee and Lessor if joint instructions are required pursuant to this
scrow Agreement.
~lUN3-escrow.doc (11-29-00) PAGE 7 OF 7
ESCROW FUNDING SCHEDULE ADDENDUM
AND ARBITRAGE CERTIFICATE
Dated As Of ~SAMPLE))
ease Schedule No. <<SAMPLE))
essee: <<SAMPLE))
!screw Agent: J.P. Morgan Trust Company, National Association
~scmw Agreement dated as of <<SAMPLE))
~mount To Be Deposited Into Escrow: $<<SAMPLE)> ("Lesser's Deposit")
Reference is made to the above Lease Schedule ("Schedule") to the Master Lease-Purchase Agreement identified in
~e Schedule ("Master Lease") by and between Chase Equipment Leasing Inc. ("Lessor") and the above lessee ("Lessee"). As
sed herein, "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master Lease relates to
~e Schedule. This Addendum amends and modifies the terms and conditions of the Lease and is hereby made a part of the
ease. Unless otherwise defined herein, capitalized terms defined in the Master Lease shall have the same meaning when
sed herein.
NOW, TH EREFORE, as part of the valuable consideration to induce the execution of the Lease, Lessor and Lessee
ereby agree to amend the Lease as follows:
1. Lessee and Lesser together with the above Escrow Agent ("Escrow Agent") have entered into the above Escrow
Igraement fund Acquisition Fund") from which the Purchase Price of the
("Escrow
Agreement")
establishing
a
("Equipment
quipment will be paid.
2. Lessor shall deposit such amount into escrow as is required by the Escrow Agreement, which amount shall be
redited to the Equipment Acquisition Fund. Lessee shall pay the balance of the Pumhase Price of the Equipment, either by
leposit in escrow to the Equipment Acquisition Fund or by direct payment to the Suppliers of the Equipment.
3. The Lease Term of the Lease shall commence on the eadier of the date specified in the Payment Schedule to the
~chedule or the date of Lessor's deposit of funds into the Equipment Acquisition Fund. Notwithstanding the statements
~garding delivery and acceptance of the Equipment in the Schedule, the parties acknowledge that the Equipment will be
?cepted as provided in the Escrow Agreement.
4. The delivery of documents and the satisfaction of any other conditions required by the Escrow Agreement or this
kddendum shall be additional Funding Conditions for the Lease.
5. U pon Lessee's execution of the Escrow Agreement, Lessee hereby represents and warrants to Lessor that: (a)
.essee has full power, authority and legal right to execute and deliver the Escrow Agreement and to perform its obligations
ruder the Escrow Agreement, and all such actions have been duly authorized by appropriate findings and actions of Lessee's
ioveming body; (b) the Escrow Agreement has been duly executed and delivered by Lessee and constitutes a legal, valid and
~inding obligation of Lessee, enforceable in accordance with its terms; and (c) the Escrow Agreement is authorized under,
~nd the authorization, execution and delivery of the Escrow Agreement complies with, all applicable federal, state and local
~ws and regulations (including, but not limited to, all open meeting, public bidding and public investment laws) and all
~pplicable judgments and court orders.
6. The opinion of Lessee's legal counsel will include statements to the same effect as the representations of Lessee
paragraph 5 above.
7. it shall be an additional event of default under the Lease if Lessee fails to pay or perform any of its obligations
~nder the Escrow Agreement or this Addendum or if any of the representations of Lessee in the Escrow Agreement or this
~,ddendum prove to be false, misleading or erroneous in any material respect.
8. ARBITRAGE CERTIFICATE. The authorized representative of Lessee who executes this Addendum hereby
leertifies that he/she is the duly qualified and acting representative of Lessee with the tiite set forth below his/her signature
ereon; that Lessee has executed and delivered the Schedule and the Master Lease (collectively, the "Lease"); that Lessee is
political subdivision of the State identified in the Lease; and that in his/her official capacity as such officer he/she is
sponsible for executing and delivering, on behalf of the Lessee., the Lease and this .A, ddendum. This paragraph of thi,s,
ddendum (hereinafter, this paragraph shall be identified as the Arbitrage Certificate ) is being issued by Lessee as a ' no
¢IUN2ESCR.ADD PAGE 1 OF 3
Irbitrage certificate" pumuant to Section 148 of the Intemal Revenue Code of 1986, as amended (the "Code"), and Treasury
egulations, Sections 1.148-0 through 1.148.11 (the "Regulations"). Lessee represents and warrants to Lessor that the
Ilowing facts, estimates and circumstances are in existence on the date of this Arbitrage Certificate or are reasonably expect
occur hereafter.
(a) The Lease provides for the lease of the Equipment described in the Lease by Lessor to Lessee. Under the
Lease, Lessee is required to make Rent Payments with respect to the Equipment, comprising principal and interest,
on the dates and in the amounts stated in the Payment Schedule to the Lease.
(b) Pursuant to the Lease and for the purpose of meeting its obligations thereunder and assudng the Lessee of the
availability of monies needed to pay the cost of the Equipment when due, Lessee, Lessor and the Escrow Agent
have executed the Escrow Agreement.
(c) Contracts or purchase orders providing for the acquisition and delivery of the Equipment have been issued by
Lessee to Equipment Vendors therefor and the Equipment will be acquired and installed with due diligence. Based
upon the provisions of the contracts or pumhase orders, the Equipment wilt be acquired and installed no later than
eighteen (18) months from the date of the Escrow Agreement ("Funding Expiration Date").
(d) The Escrow Agreement provides that Lessor shall deposit the Lessor's Deposit into escrow to be credited to the
Equipment Acquisition Fund created by the Escrow Agreement and utilized to pay for the Equipment as provided
therein. It is presently expected that all such funds initially credited to the Equipment Acquisition Fund shall be
disbursed to pay for the Equipment, but any such amounts ultimately determined not to be needed for such
purposes and the interest earnings on the amounts held in escrow shall be utilized on or after the Funding Expiration
Date to pay part of the principal due under the Lease, as provided in the Escrow Agreement.
(e) All of the spendable proceeds of the Lease will be expended on the Equipment and related expenses on or
before the Funding Expiration Date.
(f) The original proceeds of the Lease, and interest to be earned thereon, do not exceed the amount necessary for
the purpose for which the Lease is issued.
(g) The interest of Lessee in the Equipment has not been and is not expected dudng the term of the Lease to be sold
or disposed of by Lessee.
(h) No sinking fund is expected to be created by Lessee with respect to the Lease and Rental Payments.
(i) Lessee represents, warrants and covenants to one of the following statements of this clause (i) as is initialed by
Lessee below [and if Lessee fails to initial its selection, then subclause (A) shall be deemed to have been selected by
Lessee]:
(A)100% of the proceeds of the Lease shall be paid for the acquisition of the Equipment
within 18 months of the date of the Escrow Agreement in accordance with the fo#owing
schedule:
15% within 6 months of the date of the Escrow Agreement;
60% within 12 months of the date of the Escrow Agreement; and
100% within 18 months of the date of the Escrow Agreement.
(B) 100% of the proceeds of the Lease shall be paid for the acquisition of the Equipment
within 6 months of the date of the Escrow Agreement.
(C) Lessee qualifies for the "small issuer" exemption in section 148(f)(4)(D) of the Code
because all of the following are true: (1) Lessee is a governmental unit with general taxing powers,
and (2) the Lease is not a "pdvete activity bond" as defined in Section 141 of the Code, and (3) 95% or
more of the proceeds of the Lease shall be used for the governmental actMties of Lessee, and (4) the
aggregate face amount of all tax exempt bonds and other tax exempt obligations (other than "private activity
bonds") issued by Lessee (and any subordinate entities of Lessee as contemplated by Section 148(f) of the
Code) during the calendar year in which the Lease is issued is not reasonably expected to exceed
$5,000,000.
(j) Lessee hereby covenants that Lessee shall comply with all of the requirements of the Code and Regulations
relating to the rebate of arbitrage profit to the United States of America (including, without limitation Section 148(f) of
the Code) and will rebate to the United States of America all arbitrage profit required thereby.
¢IUN2ESCR.ADD PAGE 2 OF 3
(k) To the best of the knowledge and belief of the undersigned, the expectations of Lessee, as set forth above, are
reasonable; and there are no present facts, estimates and circurestances which would change the foregoing
expectations.
(I) Lessee has not been notified of the listing or proposed listing of it by the Internal Revenue Service as an issuer
whose arbitrage certificates may not be relied upon.
9. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Lease remains
unchanged and in full force and effect.
IN WITNESS WHEREOF, the padies hereto have executed this Addendure as of the date first referenced above.
<<SAMPLE)> Chase Equipment Leasing Inc,
(Lessee) (Lessor)
By: By:
Title: Title: Funding Authority
MUN2ESCR.ADD PAGE 3 OF 3
Chase Equipment Leasing Inc,
Instructions for Submitting
Escrow Disbursement Requests
thank you for choosing Chase Equipment Leasing Inc. to meet your equipment financing needs.
~'o ensure that you receive the quality service you expect from Chase Equipment Leasing Inc., we
~sk that you refer to the following instructions when submitting escrow disbursement requests in
the future:
All Escrow Disbursement Requests should be sent to us at the following address:
Chase Equipment Leasing Inc.
Municipal Contract Management
1111 Polaris Parkway, Suite A-3
Columbus, OH 43240
Our Customer Service Associates are prepared to answer your questions regarding
anticipated or previous disbursement requests and can be reached at 1-800-678-2601.
~ A complete disbursement request should include the following information to ensure
prompt
processing:
1, Completed and signed Partial (or Final) Receipt Certificate/Payment Request
Form.
PLEASE NOTE: Escrow Disbursement Requests must bear the original signature by an
individual who has been authorized to execute the lease documentation. If you have
questions regarding who can sign escrow disbursements, please contact Customer Service
at 1-800-678-2601.
2. Vendor invoice for the Equipment. (Proof of payment also if we are reimbursing you)
3. WHEN THE E(;~UIPMENT IS MOTOR VEHI~CLES, one of the following must be
provided with items i and 2 above'. (A) the original, or a copy, of the Vehicle Title
showing Chase Equipment Leasing Inc. as first lienholder OR (B) if the original title has
not yet been received, a copy (front and back) of the Manufacturer's Statement of
Origin (MSO) or Title Application showing Chase Equipment Leasing Inc. as lienholder.
Please clearly indicate on the vendor's invoice whether you wish to pay the vendor by
check or by wire transfer. Tf a wire transfer is requested, please provide wire instructions
for each vendor.
When the FINAL disbursement from the escrow account is made, please complete, sign
and send the Final Receipt Certificate/Payment Request form so we will close the account
ESCINSTR.DOC PAGE 1 OF 1
PARTIAL RECEIPT CERTIFICATE/PAYMENT REQUEST
Dated
ease Schedule No. <<SAMPLE)) dated <<SAMPLE))
scrow Agreement d~ ;SAMPLE))
1. The undersigned Lessee of the above Lease Schedule and its Master Lease-Purchase Agreement (collectively,
~e "Lease") hereby acknowledges receipt in good condition of all of the Equipment described on Schedule A-1 to this Partial
eceipt Certificate/Payment Request as of the following Acceptance Date and hereby confirms that the Equipment has been
~stalled at the following location:
Acceptance Date:
Equipment Location: <<SAMPLE))I <<SAMPLE))
2. Lessee agrees that (a) the undersigned Lessor has not selected, manufactured, sold or supplied any of the
Equipment, (b) Lessee has selected all of the Equipment and its suppliers, and (c) Lessee has received a copy of, and
approved, the purchase orders or purchase contracts for the Equipment.
3. AS BE'I~NEEN LESSEE AND LESSOR, LESSEE AGREES THAT: {a) LESSEE HAS RECEIVED,
iNSPECTED AND APPROVED ALL OF THE EQUIPMENT; (b) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND
OMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS;
ESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS WITH
ALL FAULTS; AND (d) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS
ACCEPTANCE OF THE EQUIPMENT.
, 4. Lessee and Lessor hereby request that the Escrow Agent identified in the above Escrow Agreement pay from the
Equipment Acquisition Fund established under the Escrow Agreement to each party designated below as Payee, the amount
~tated below in payment of all or part of the Pumhase Price as stated below. Lessee hereby confirms that said amount is due
~nd payable under a purchase order or contract relating to the Equipment described herein and has not formed the basis of
~ny pdor request for payment.
payee #1:
Address:
invoice: Number Date:
Amount: $
Payee #2:
Address:
r~voice: Number Date:
~,mount: $
<<SAMPLE)) Chase Equipment Leasinq Inc.
(Lessee) (Lessor)
By: By:
Title: Title: Fundinq Authority
-:SCPRCT.DOC PAGE 1 OF 2
SCHEDULE A-1
Equipment Description
Le ~se Schedule No. <<SAMPLE)) dated <<SAMPLE)>
Ihe Equipment described below includes all attachments, additions, accessions, pads, repairs, improvements, replacements
nd substitutions thereto.
Equipment Location:
[quipment Description:
Equipment Purchase Price $
This Schedule A-1 is attached to a Receipt Certificate/Payment Request relating to the Lease Schedule.
<<SAMPLE)) Chase Equipment Leasinq Inc,
(Lessee) (Lessor)
By: By:
Title: Title: Fundinq Authority
ESCPRCT.DOC PAGE 2 OF 2
FINAL RECEIPT CERTIFICATE/PAYMENT REQUEST
Dated ., 20___
Lease Schedule No. <<SAMPLE))
Escrow Agreement dated as of <<SAMPLE))
1. The undemigned Lessee of the above Lease Schedule and its Master Leasa-Purchase Agreement (collectively, the
~Leasa") hereby acknowledges receipt in good condition of all of the Equipment described on Schedule A-1 to this Final Receipt
Certificate/Payment Request as of the following Acceptance Date and hereby confirms that said Equipment has been installed at
the following location:
Acceptance Date:
Equipment Location: <<SAMPLE)), <<SAMPLE))
Furthermore, Lessee hereby confirms that said Equipment together with all other property covered by Receipt Certificates deibered
prior to this Receipt Certificate represents all of the Equipment to be subject to the Lease.
2. Lessee agrees that (a) the undersigned Lessor has not selected, manufactured, sold or supplied any of the
Equipment, (b) Lessee has selected all of the Equipment and its suppliers, and (c) Lessee has received a copy of, and approved,
the purchase orders or purchase contracts for the Equipment.
3. AS BE'rWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a) LESSEE HAS RECEIVED, INSPECTED
AND APPROVED ALL OF THE EQUIPMENT; (b) ALL EQUIPMENT IS IN GOOD WORKING ORDERAND COMPLIES WITH
ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (c) LESSEE IRREVOCABLY
ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (d) LESSEE
UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT.
4. Lessee and Lessor hereby request that the Escrow Agent identified in the above Escrow Agreement pay from the
Equipment Acquisition Fund established under the Escrow Agreement to each party designated below as Payee, the amount
stated below in payment of all or part of the Invoice Price (as such term is defined in the Escrow Agreement) as stated below.
Lessee hereby confirms that said amount is due and payable under a pumhase order or contract relating to the Equipment
described herein and has not formed the basis of any prior request for payment.
Payee # 1:
Address:
Invoice: Number Date:
Amount: $
Payee #2:
Address:
ilnvoice: Number Date:
Amount: $
Payee #3:
Address:
Invoice: Number Date:
Amount: $
ESCFRCT.DOC PAGE I OF 1
Payee #4:
Address:
Invoice: Number Date:
Amount: $_
5. If any funds remain in the Equipment Acquisition Fund established pursuant to the Escrow Agreement (including any
remaining amount of the Lessor's Deposit and/or any earnings thereon; collectively referred to as the "Escrow Balance"), then
Lessee hereby directs Escrow Agent to pay the Escrow Balance to Lessor and Lessor is hereby authorized to apply the Escrow
Balance as follows: (a) if the Escrow Balance is equal to or less than the next Rent Payment due under the Lease, apply the
Escrow Balance to said Rent Payment; or (b) if the Escrow Balance is greater than the next Rent Payment due under the Lease,
apply the Escrow Balance as a partial prepayment of principal under the Lease and Lessor is authorized to send a revised Payment
Schedule for the Lease that reflects said prepayment.
Chase Equipment Leasing Inc. (<SAMPLE))
{"Lessor") ("Lessee")
By: By:
Title: Title:
ESCFRCT.DOC PAGE 1 OF 1
SCHEDULE A-1
Equipment Description
Lease Schedule No. <<SAMPLE>) dated <<SAMPLE)>
The Equipment described below includes all attachments, additions, accessions, parts, repairs, improvements, replacements
and substitutions thereto.
Equipment Location:
Equipment Description:
Equipment Purchase Price $
This Schedule A-1 is attached to a Receipt Certificate/Payment Request relating to the Lease Schedule.
<<SAMPLE>) Chase Equipment Leasinq inc.
(Lessee) (Lessor)
By: By:
Title: Title: Fundinq Authority
ESCFRCT.DOC PAGE 1 OF 1
~SAMPLE~
~<SAMPLE>>
Attn: <<SAM PLE>>
<<SAMPLE>>
<<SAMPLE>>
Dear <<Contactmame>>:
In order to invest account assets in The One Group® Family of Mutual Funds, we are required to
maintain up-to-date authorization forms, Enclosed is an Authorization Form which must be
signed and returned to our office as soon as possible.
Banc One Investment Advisors Corporation serves as the investment advisor to The One Group
Funds, We believe that The One Group Funds maximizes the investment services available to our
customers. Specifically, The One Group Funds offer several important benefits:
Daily Pricinq and Daily Access to Your Investments. The One Group Funds permit daily pricing
and daily access to your investments.
No Commissions. No sales loads or 12b-1 fees are charged to your account for buying or selling
Fiduciary Class shares of The One Group Funds,
Timely, Accessible Fund Information. Net asset values for various Funds of The One Group are
published in local newspapers and in The Wall Street .lournal,
]P Morgan's administrative fees will be waived if funds are invested in The One Group Money
Market Funds. The One Group will pay investment advisory fees to Bank One Investment
Advisors Corporation as described in the prospectuses you have received. Like other mutual
fund companies, investment advisory fees are absorbed as expenses embedded in the mutual
funds and are reflected in investment returns which are quoted net of all expenses, Complete
descriptions of costs and expenses of The One Group Funds are contained in the prospectuses
accompanying this letter.
Upon a client's direction, cash balances will be invested in any one of the following:
Cash balances may be invested in The One Group Money Market Funds in which event .l, P,
Morgan Trust Company, N. A, will charge a 50 basis point (,005) cash management fee. The
One Group will pay Banc One Investment Advisors Corporation, an investment advisory fee as
described in the prospectuses,
Cash balances may be invested in an alternative short-term investment fund in which event ],
P, Morgan Trust Company, N. A, will charge a 50 basis point (.005) cash management fee.
In authorizing the use of The One Group Funds for the account, please keep in mind the following:
-- The prospectuses are enclosed for informational purposes only and are not intended as
an offering or solicitation.
-- You should read the prospectuses carefully before signing the Authorization Form,
-- Investments in The One Group involve investment risks, including possible loss of
principal amount invested. Shares ofThe One Group are not insured or guaranteed by the
Federal Deposit insurance Corporation (FD¥C) or by any other governmental agency or
government sponsored agency of the federal government or any state.
We will forward to you periodic statements showing all transactions during the preceding
accounting period, a periodic statement listing all of the assets, together with the current market
values of such assets, and an annual summary showing the current market value as of the
accounting period of all assets then held. Such accountings will be deemed approved by you with
the same effect as if the accountings had been approved by a court having jurisdiction of the
subject matter of all necessary parties unless within thirty (30) days of your receipt of any
periodic account, an objection thereto is raised with us. You acknowledge the right pursuant of
:].2 C.F.R. Section :~2.5 to receive written confirmation of each transaction at no additional cost
but waive that right on the condition that periodic statements of activity will be furnished to you.
We ask that you acknowledge and approve the use of The One Group Funds for the account. A
postage paid envelope is enclosed for your convenience in returning the Authorization Form.
We believe strongly that our clients will find The One Group Funds to be convenient and
competitive investment vehicles. ][ look forward to hearing from you.
Sincerely,
.loyce Antoncic
Assistant Vice President
).P. Morgan Trust Company, National Association
(6~.4) 775-5280
The One Group® Authorization
Name of Account: Escrow Aareement for <<SAMPLE))
I have received a current prospectuses for the following Funds of The One Group and hereby authorize
and approve the use of Institutional Shares of The One Group Fund as an investment in the account as follows:
Please choose one:
The One Group Money Market Funds
__ Institutional Prime Money Market Fund
__ Prime Money Market Fund
__ U.S. Treasury Securities Money Market Fund
__ Treasury Only Money Market Fund
__ Government Money Market Fund
__ Municipal Money Market Fund
__ Ohio Municipal Money Market Fund
This approval and authorization shall continue in full force and effect until J. P. Morgan Trust Company,
N. A. receives written notification to the contrary.
~SAMPLE~
By:
Print Name:
Title:
Date: