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HomeMy WebLinkAbout8696RESOLUTION NO. 8696 A RESOLUTION APPROVING A LEASE SCHEDULE TOGETHER WITH ITS MASTER LEASE - PURCHASE AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION AND BANC ONE LEASING CORPORATION RELATING TO THE LEASE - PURCHASE OF FIRE FIGHTING EQUIPMENT AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME WHEREAS, the City of Pueblo, a municipal corporation (the "City ") is a political subdivision of the State of Colorado (the "State ") and is duly organized and existing pursuant to the Constitution and laws of the State. WHEREAS, pursuant to applicable law, the City Council of the City ( "City Council ") is authorized to acquire, dispose of and encumber real and personal property, including, without limitation, rights and interest in property, leases and easements necessary to the functions or operations of the City. WHEREAS, the City Council hereby finds and determines that the execution of a lease - purchase agreement ( "Equipment Lease ") in the principal amount not exceeding $741,970.00 for the purpose of acquiring certain fire fighting equipment ( "Equipment ") described in the Equipment Lease is appropriate and necessary to the functions and operations of the City. WHEREAS, Banc One Leasing Corporation ( "Lessor ") shall act as Lessor under said Equipment Lease. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1 Either the President of the City Council or in her absence the Vice - President of the City Council (each an "Authorized Representative ") acting on behalf of the City, is hereby authorized to negotiate, enter into, and execute the Equipment Lease in substantially the form set forth in the document presently before the City Council, which document is available for public inspection at the office of the City Clerk. Each Authorized Representative acting on behalf of the City is hereby authorized to negotiate, enter into, execute, and deliver such other documents relating to the Equipment Lease as the Authorized Representative deems necessarsy and appropriate. All other related contracts and agreements necessary and incidental to the Equipment Lease 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 City to execute and deliver agreements and documents relating to the Equipment Lease on behalf of the City. SECTION 3 The aggregate original principal amount of the Equipment Lease shall not exceed $741,970.00 and shall bear interest as set forth in the Equipment Lease and the Equipment Lease shall contain such options to purchase by the City as set forth therein. SECTION 4 The City's obligations under the Equipment Lease shall be subject to annual appropriation or renewal by the City Council as set forth in the Equipment Lease and the City's obligations under the Equipment Lease shall not create or constitute or be construed as creating or constituting a general obligation or indebtedness or a multiple - fiscal year direct or indirect debt or other financial obligation whatsoever of the City under the Constitution or laws of the State. SECTION 5 The City represents that it reasonably anticipates to issue not more than $10,000,000 of tax- exempt obligations (other than "private activity bonds" which are not "qualified 501(c)(3) bonds ") during calendar year 1999 and hereby designates the Equipment Lease as a qualified tax - exempt obligation for purposes of Section 265(b) of the Internal Revenue Code of 1986, as amended. -2- SECTION 6 This Resolution shall take effect immediately upon its adoption and approval. INTRODUCED: May 10, 1999 IC J ohn Verna Councilperson ATTEST: APP VED: 4t City C k resident of the City Council CERTIFICATION The undersigned City Clerk of the City of Pueblo hereby certifies and attests that she has access to the official records of the City Council of the City of Pueblo, that the foregoing Resolution was duly adopted by the City Council of the City of Pueblo at a meeting of the City Council and that such Resolution has not been amended or altered and is in full force and effect on the date stated below. Name: Gi Dutcher Official Title: City Clerk [SEAL] Date: May 10 , 1999 -3- MASTER LEASE - PURCHASE AGREEMENT Dated as of May 14, 1999 This Master Lease - 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 Banc One Leasing Corporation ( "Lessor") and the lessee identified below ( "Lessee "). LESSEE: City of Pueblo 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 terms. (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 each 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 security 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 earlier 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. 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. 5. DELIVERY; ACCEPTANCE; FUNDING CONDITIONS. 5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the location specified in the Schedule ( "Location ") by Equipment suppliers ( "Suppliers ") selected by Lessee. Lessee shall pay all costs related thereto unless Lessor otherwise agrees to pay such costs as stated in the Schedule. 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 Price unless all reasonable conditions established by Lessor ( "Funding Conditions ") have been satisfied, including, without limitation, 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 ESCFRCT 01 (4/26/96) DUpUCATE (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 following documents, which shall be reasonably satisfactory, in form and substance, to Lessor: (1) evidence of insurance 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 Lessee's governing body authorizing the Lease and incumbency certificates for the person(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 identified by Lessor or otherwise 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 intends to make Rent Payments for the full Lease Term as scheduled on the applicable Payment Schedule so long as funds are appropriated in each fiscal year by its governing body. 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 Leases will not be general obligations of Lessee and that the Leases shall not constitute pledges 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 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 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 or expense to Lessee, provided, that Lessee shall pay all Rent Payments and other amounts payable under the affected Lease for which funds shall have been appropriated or are otherwise available, 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 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 - Appropriation Event occurs, then, during the twelve 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 is sufficient to pay the Termination Value of the Equipment as of the Return 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 manufacturer's 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 sole expense. Lessee agrees that (a) all Equipment will have been purchased 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. TITLE; SECURITY INTEREST. 8.1 Upon Lessee's acceptance of any Equipment under its Lease, title to the Equipment shall vest in Lessee, subject to Lessor's security 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 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, uniform MLD 01 (4/26/96) 'DUPUCATE commercial code (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 property and will not be deemed to be affixed or attached 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 good condition and working order and supply and install all replacement parts or other devices when required to so maintain the Equipment or when required by applicable law or regulation, which parts 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 manufacturer's warranty requirements, and comply with all laws and 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 service for any Equipment will be provided by Lessor. Lessee will not make any alterations, additions or improvements ( "Improvements ") to any Equipment without Lessor's prior 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 part of the Equipment. 11. LOCATION; 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's prior 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 free 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 future 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 (a) sales, use, excise, licensing, registration, titling, gross receipts, stamp and personal property 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 part from any reason whatsoever ( "Casualty Loss "). No Casualty 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 notify 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) and deliver to Lessor a bill of sale covering the replacement equipment, in which event such replacement equipment shall automatically be Equipment under the applicable Lease; or (b) on the next scheduled Rent Payment date, pay Lessor (1) all amounts owed by Lessee under the applicable Lease, including the Rent Payment due on such date plus (ii) an amount equal to the applicable Termination Value set forth in the Payment Schedule to the applicable Lease. If Lessee is making such payment with respect to less than all of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the Rent Payment and Termination Value to be paid by Lessee with respect to the Lost Equipment. 13.4 Lessee shall bear the risk of loss 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 MLD 01 (4/26/96) DUPLICATE 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. IElwil iI:7_\i 14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all risks of loss or damage from every cause whatsoever for an amount not less than the Termination Value of the Equipment. Proceeds of any such insurance covering damage or loss of any Equipment shall be payable to Lessor as loss payee. (b) Lessee at its sole expense shall at all times carry public liability and 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 primary without any right of contribution from insurance which may be maintained by Lessor. 15. PURCHASE OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as there is no Event of Default then existing, Lessee shall have the option to purchase 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, WHERE -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 body; (b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of Lessee, enforceable 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 Lessee's 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) of the Code, as the same may be amended from time to time, and such compliance shall include, but not be limited to, keeping a complete and accurate record of any assignments of any Lease and executing and filing Internal Revenue Form 8038G or 8038GC, as the case may be, and any other information statements reasonably requested by Lessor; (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 MLD 01 (4/26/96) IDUPUCKM "arbitrage bond" within the meaning of Section 148(a) of the Code or any Lease to be a "private 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. iF- W-11 :y10011ivi1; 1►11M 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 security interest in any Lease and its Equipment, in whole or in part, to any party at any time. Any such assignee or lienholder (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 enforceable 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 assignment shall not be so required if Lessor assigns a Lease to BANK ONE CORPORATION (or its successors 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. Lessee agrees to acknowledge in writing 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 Leases; 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 an 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 due 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 written notice thereof by Lessor; (d) any statement, representation or warranty made by Lessee in the Lease or in any writing 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 highest lawful rate from the date of Lessor's demand for such payment; (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 transactions, and if Lessor so disposes of any Equipment, then Lessor shall retain the entire proceeds of sch disposition free of any MLD 01 (4/26/96) IDVpICATE claims of Lessee, provided, that the net proceeds of any such disposition shall be applied to amounts payable by Lessee under clause (a) above of this Section only to the extent that such net proceeds exceed the applicable Termination Value set forth in the applicable Schedule; (d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment; (e) Lessor may exercise any other right, 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 incurred 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 available 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, nor shall any single or partial exercise of any remedy preclude any other exercise thereof or the exercise of any other remedy. 21. RETURN OF EQUIPMENT. If Lessor is entitled under the provisions 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 regulations. 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 laws 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 certified mail to the other party at its address set forth herein or at such address as the party may provide in writing from time to time Any such notices shall be deemed to have been received five (5) days subsequent to mailing. 24. FINANCIAL INFORMATION. Within thirty (30) days of their completion in each fiscal year of Lessee during any Lease Term, Lessee will deliver to Lessor upon Lessor's request the publicly available annual financial information of Lessee. 25. SECTION HEADINGS. All section headings contained herein or in any Schedule are for convenience of reference only and 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 of which shall be deemed an original, but all of which shall be deemed one instrument. Only one counterpart of each Schedule shall be marked "Lessor's Original" and all other counterparts shall be deemed duplicates. An assignment of or security interest in any Schedule may be created through transfer and possession only of the counterpart marked "Lessor's Original ". DUPLICATE MLD 01 (4/26/96) 27. ENTIRE AGREEMENT; WRITTEN AMENDMENTS. Each Lease, together with the exhibits attached thereto and made a part hereof and other attachments thereto, and other documents or instruments executed by Lessee and Lessor in connection therewith, constitute the entire agreement between the parties with respect to the lease of the Equipment covered thereby, and such Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of any Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease. LESSEE: C' of Pue o By: Title: n President of the Council LESSOR: Banc One Leasing Corporation Title: Funding Authority #1 City Hall Place Pueblo, CO 81003 1111 Polaris Pkwy, Suite A -3 Columbus, OH 43240 7 - - _ _ DUPLICATE MLD 01 (4/26/96) LEASE SCHEDULE NO. 1000094495 Dated As Of May 14, 1999 This Lease Schedule, together with its Payment Schedule is attached and made a part of the Master Lease - Purchase Agreement described below ( "Master Lease ") between the Lessee and Lessor named below. All terms and conditions of the Master Lease are incorporated herein by reference. Unless otherwise defined herein, capitalized terms defined in the Master Lease will have the same meaning when used herein. Master Lease - Purchase Agreement dated May 14, 1999 A. EQUIPMENT DESCRIBED: The Equipment includes all of the property described on Schedule A -1 attached hereto and made a part hereof. B. EQUIPMENT LOCATION: 1551 Bonforte Blvd. Pueblo, Co 81001 C. ACCEPTANCE OF EQUIPMENT: AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a) LESSEE HAS RECEIVED 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 PURPOSES 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 of the Equipment is essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its citizens and the Equipment 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 use the Equipment; to continue this Lease; 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 under the Master Lease (including, without limitation, its obligation to pay all Rental Payments, its disclaimers 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 THAN $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 AMOUNT OF TAX- EXEMPT OBLIGATIONS TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED $10,000,000. Equipment/Escrow Acceptance Date: See Delivery & Acceptance Certificate LESSEE: Ci of P bl B li � I /, v� Title: � President of the Cound 1 LESSOR: Banc One Leasing Corporation By: Title: Funding Authority #1 City Hall Place Pueblo, Co 81001 MLDS 01 (4/26/96) 1111 Polaris Pkwy, Suite A -3 Columbus, OH 43240 rDUPUCATE PAYMENT SCHEDULE This Payment Schedule is attached and made a part of the Lease Schedule identified below which is part of the Master Lease - Purchase Agreement identified therein, all of which are between the Lessor and Lessee named below. Lease Schedule No. 1000094995 Accrual Date: May 14, 1999 Amount Financed: $741,970.00 Rent Rent Rent Interest Principal Termination Number Date Payment Portion Portion Value Loan 05/14/99 1 05/14/99 $150,000.00 $0.00 $150,000.00 $603,809.40 2 05/14/00 $166,167.65 $28,414.56 $137,753.09 $463,301.24 3 05/14/01 $166,167.65 $21,802.41 $144,365.23 $316,048.71 4 05/14/02 $166,167.65 $14,872.88 $151,294.77 $161,728.04 5 05/14/03 $166,167.65 $7,610.73 $158,556.91 $1.00 LESSEE: Citv of Puablo By: Title: Gres i dent of the Council LESSOR: Banc One Leasing Corporation Title: Funding Authority DUPUCATE MLDSA1 (01) 4/26/96 SCHEDULE A -1 Equipment Description Lease Schedule No. 1000094995 dated May 14, 1999 The Equipment described below includes all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto. Equipment Location: City of Pueblo 1551 Bonforte Blvd. Pueblo, Co 81001 Pueblo County Equipment Description: PierceTM SaberTM Triple Combination Pumper PierceTM SaberTM Encore Rescue PierceTM SaberTm 61' Sky -boom Expected Equipment Purchase Price $765,167.00 Minus Vendor Discounts $23,197.00 Net Amount Financed $741,970.00 This Schedule A -1 is attached to the Lease Schedule or a Receipt Certificate /Payment Request relating to the Lease Schedule. By: Lo Banc One Leasing Corporation (Lessor) By: Title: Funding Authority Title: X Presi dent of the Counci 1 DUPLICATE MLDSA1 (01) 4/26/96 COLORADO MASTER LEASE - PURCHASE ADDENDUM (Colorado Municipal Lease) Dated As Of May 14, 1999 Master Lease - Purchase Agreement Dated May 14, 1999 Lessee: City of Pueblo Reference is made to the above Master Lease - Purchase Agreement ( "Master Lease ") by and between Banc One Leasing Corporation ( "Lessor") and the above Lessee ( "Lessee "). This Addendum amends and modifies the terms and conditions of the Master Lease and is hereby made a pant of the Master Lease. Unless otherwise defined herein, capitalized terms defined in the Master Lease shall have the same meaning when used herein. NOW, THEREFORE, as part of the valuable consideration to induce the execution of Leases, Lessor and Lessee hereby agree to amend the Master Lease as follows: 1. Section 3 of the Master Lease is deleted and replaced with the following 3. TERM. (a) 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 earlier 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. Each Lease Term shall consist of an Original Term and, if renewed as stated below, such number of Renewal Terms as shall extend the Lease Term of a Lease to the date that the last Rental Payment stated in the Payment Schedule to such Lease is due and payable. (b) The Original Term of each Lease will commence on the first date any of the Equipment is accepted by Lessee pursuant to Section 5 hereof and shall extend to the last day of the fiscal year of Lessee in which such commencement date occurs. Lessee has the option to renew the Lease Term of each Lease and each Renewal Term of a Lease shall be twelve months, shall correspond to Lessee's fiscal year and shall commence on the first day following the last day of the Original Term or the preceding Renewal Term, as the case may be; provided, that the last scheduled Renewal Term of a Lease shall be such lesser number of months as may be necessary to extend the Lease Term of the Lease to the date that the last Rent Payment stated in the Payment Schedule is due and payable. (c) The Original Term of each Lease shall terminate on the last day of the fiscal year of Lessee that corresponds to the Original Term and each Renewal Term shall terminate on the last day of the fiscal year of Lessee that corresponds to said Renewal Term; provided, that the Original Term and each Renewal Term of each Lease may be renewed for the succeeding Renewal Term, but only if a Renewal Act is taken by Lessee. "Renewal Act" means the affirmative act of Lessee whereby Lessee gives notice of its intent to renew the affected Lease for the applicable Renewal Term; provided, that, if permitted by applicable State law, the act of the governing body of Lessee whereby it appropriates funds to pay Rent Payments for a Lease that are due and payable in such succeeding Renewal Term shall be deemed such an affirmative act of Lessee." 2. Section 6 of the Master Lease is deleted and replaced with the following: 6. TERMINATION FOR NON - RENEWAL. 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 w �E applicable Payment Schedule. Without contractually committing itself to do so, Lessee reasonably believes that moneys in an amount sufficient to make all Rent Payments can Y and will lawfully be appropriated and made available therefor. All Rent Payments shall be SCOL 01 (04/26/96) payable out of the general funds of Lessee or out of other funds legally available 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 fails to renew a Lease Term of a Lease as provided above, then a "Non - Renewal Event" shall be deemed to have occurred. If a Non - renewal Event occurs, then: (a) Lessee shall give Lessor immediate notice of such Non - Renewal Event; (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 affected Lease for which funds shall have been appropriated or are otherwise legally available, 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. 3. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Master Lease remains unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced above. City of 4lo ( Lesse iii TitleX dent of the Council Banc One Leasing Corporation (Lessor) Title, uCt.,t Cz�.Siz�.ry� SCOL 01 (04/26/96) VEHICLE SCHEDULE ADDENDUM Dated As Of May 14, 1999 Lease Schedule No. 1000094995 Dated May 14, 1999 Lessee: City of Pueblo Reference is made to the above Lease Schedule ( "Schedule ") to the Master Lease - Purchase Agreement identified in the Schedule ( "Master Lease ") by and between Banc One Leasing Corporation ( "Lessor") and the above lessee ( "Lessee "). This Addendum amends and modifies the terms and conditions of the Schedule and is hereby made a part of the Schedule. Unless otherwise defined herein, capitalized terms defined in the Master Lease shall have the same meaning when used herein. NOW, THEREFORE, as part of the valuable consideration to induce the execution of the Schedule, Lessor and Lessee hereby agree to amend the Schedule as follows: 1. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under applicable State law, then the following provisions shall also apply to the Schedule: (a) each manufacturer's statement of origin and certificate of title shall state that Lessor has the first and sole lien on or security interest in such unit of Equipment; (b) the public liability and property damage insurance required by the terms of clause (b) of Section 14.1 of the Master Lease shall be in an amount not less than $ 500,000.00 per person injured and $ 1,000,000.00 combined single limit per unit per occurrence (provided, that if the unit of Equipment is a bus or other passenger vehicle, then such insurance amount shall be such larger amount as may be reasonably required by Lessor) and $ 500,000.00 for damage to property of others; (c) Lessee shall furnish and permit only duly licensed, trained, safe and qualified drivers to operate any such unit of Equipment, and such drivers shall be agents of Lessee and shall not be agents of Lessor; and (d) Lessee shall cause each such unit of Equipment to be duly registered and licensed as required by applicable State law with Lessor noted as lienholder and Lessee as owner. 2. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Schedule remains unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced above. Citv of Pu to (Lessee B l'� lz ewl Title: President of the Council Banc One Leasing Corporation (Lessor) Title: Funding Authority i THREE PARTY AGREEMENT Dated as of May 14, 1999 "Lessee" means : City of Pueblo "Lease" means: Lease Schedule No. 1000094995 together with the Master Lease - Purchase Agreement dated April 15, 1999 to the extent it relates to said Lease Schedule, as any of said agreements have been amended. Reference is made to the Lease described above between Banc One Leasing Corporation ( "Lessor') and the Lessee identified above which relates to Equipment described therein ( "Equipment ") to be supplied by Pierce Manufacturing, Inc. ( "Supplier'). For good and valuable consideration, receipt of which is hereby acknowledged, Lessee, Lessor and Supplier hereby agree as follows: 1. Notwithstanding anything to the contrary in the Lease, Lessee hereby notifies Lessor that the Equipment has not yet been delivered to Lessee and the Equipment has not yet been accepted by Lessee for purposes of the Lease. Lessee agrees to execute and deliver to Lessor a Delivery and Acceptance Certificate in the form attached hereto as Exhibit A upon the circumstances set forth in said Certificate. 2. All parties hereto agree that the Purchase Price of the Equipment shall be as set forth below if said Purchase Price is paid on or before the Advance Payment Date set forth below: Purchase Price: $741,970.00 Advance Payment Date: May 14, 1999 3. Upon execution of the Lease and delivery of all documents relating thereto required by Lessor, Lessee agrees that it shall pay the Lessee Down Payment stated below and Lessor agrees that it shall pay the balance of the Purchase Price (the "Amount Financed ") stated below. Lessee agrees that the Lease Term and Lessee's obligation to pay Rent Payments shall commence on the date set forth in the Lease notwithstanding the delivery of the Equipment at a later date. Lessee Down Payment: $0.00 Amount Financed: $741,970.00 4. (a) Supplier anticipates that it shall deliver the Equipment to Lessee by the Anticipated Delivery Date set forth below. Anticipated Delivery Date: January 26, 2000 (b) Supplier hereby agrees that it shall deliver the Equipment to Lessee no later than the Outside Delivery Date set forth below and that such Equipment shall comply with all specifications and requirements of Lessee and with the terms and conditions of any purchase order /purchase agreement relating thereto. Outside Delivery Date: February 26, 2000 5. If Supplier delivers the Equipment to Lessee in accordance with subparagraph 4(b) hereof after the Anticipated Delivery date but on or before the Outside Delivery Date then Supplier agrees to pay to Lessee all interest that has accrued under the Lease from and including the Anticipated Delivery Date through the date that Supplier delivers the Equipment to Lessee in accordance with subparagraph 4(b) hereof. 6. If for any reason whatsoever Supplier fails to comply with its agreements set forth in subparagraph 4(b) of this Agreement by the Outside Delivery Date, then Supplier hereby agrees as follows: (a) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessee t �� Lessee Down Payment plus interest at the Prime Rate plus one percent (1 %) per annum (pueblo0 Ldoc) Page 1 Advance Payment Date to the date of such payment; (b) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessor the Amount Financed plus interest at the Prime Rate plus one percent (1 %) per annum from the Advance Payment Date to the date of such payment; and (c) "Prime Rate" means the prime rate of interest announced from time to time as the prime rate by Bank One, NA; provided, that the parties acknowledge that the Prime Rate is not intended to be the lowest rate of interest charged by said bank in connection with extensions of credit. 7. If Supplier makes the payments described in paragraph 6 above under the circumstances set forth above and if Lessee has otherwise paid and performed its obligations under the Lease as of such payment date, then Lessee and Lessor agree that the Lease shall terminate as of the date of such payments by Supplier. 8. If for any reason whatsoever Supplier fails to make all of the payments described in paragraph 6 above under the circumstances set forth above, then (a) the purchase order /purchase agreements and other related agreements between Lessee and Supplier with respect to the Equipment may, at the option of Lessee, be terminated or specifically enforced; (b) the Lease may be terminated at the option of Lessee or Lessor upon written notice from the terminating party to the other party to the Lease whereupon no further liability shall accrue under the Lease; (c) Lessee and Lessor shall each have the right to demand payment of the amount due and payable to it under paragraph 6 above and Supplier shall pay such amount to Lessee and Lessor, as the case may be, immediately upon such demand; (d) Lessee and Lessor shall each have the right to enforce Supplier's obligations under paragraphs 6 and 8 hereof by legal action or proceedings in the District Court, County of Pueblo, State of Colorado and Supplier agrees to pay all out -of- pocket costs and expenses incurred by either Lessee or Lessor in enforcing any of Supplier's payment obligations or other agreements under this Agreement (including, without limitation, reasonable attorneys fees); and (e) Lessee, Lessor and Supplier agree that said court shall have personal jurisdiction over each of them and venue for any such proceedings shall be appropriate in such court. 9. Except as expressly set forth herein, the Lease and terms and conditions of the purchase order /purchase agreement for the Equipment remain unchanged and in full force and effect. IN WITNESS WHEREOF, the duly authorized officers of the parties set forth below hereby execute and deliver this Agreement as of the date first written above. CITY OF P LO ( "Lessee ") Title: .XPresi dent of the Council PIERCE MANUFACTURING, INC. ( "Supplier ") By: Title: BANC ONE LEASING CORPORATION ( "Lessor ") Title : -, (pueblo01.doc) Page 2 SCHEDULE A -1 Equipment Description Lease Schedule No. 1000094995 dated May 14 1999 The Equipment described below includes all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto. Equipment Location: City of Pueblo 1551 Bonforte Blvd. Pueblo, Co 81001 Pueblo County Equipment Description: Piercer" Saber"m Triple Combination Pumper Pierce'*" SaberTM Encore Rescue PierceTm SaberTm 61' Sky -boom Expected Equipment Purchase Price $765,167.00 Minus Vendor Discounts $23,197.00 Net Amount Financed $741,970.00 This Schedule A -1 is attached to the Lease Schedule or a Receipt Certificate /Payment Request relating to the Lease Schedule. By: LO Title: (President of the Council Banc One Leasing Corporation (Lessor) B %, (�� , Title: Funding Authority MLDSA1 (01) 4/26/96