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EXHIBIT B
<br />Munici # Governmental Lease Purchas "greement
<br />I.GASE NUMDGR ? I DEALBR ACCOUNT NO. I
<br />5-6817
<br />- LEASE' PURCHASE'AGREEMENT ("this Lease") entered into as of the 01 day of April, 2002, belween Deere Credit, Inc.
<br />("Lessorn and CITY;OF"'NORTH OLMSTED OHIO, a municipal corporation or politica) subdivision of the State of OH
<br />("Lessee'J
<br />1. : TERMS?&?PAYMEIVTS = Cessor leases to Lessee, and Lessee leases
<br />from Lessor;° alf ?of, the? equipment described (n one or more Exhibits,
<br />" attached'to`and made'a part ' of,,this Lease. The term "Equipment" as
<br />r,=`used'hereln?shall;;refer; collecWely'to the equfpment described 1n all
<br />Exhibits attache'd to this Lease." "
<br />Lessee`agrees to pay Lease Paymehts in advance on the dates shown on
<br />various Exhibits?which: may` be attached to this Lease and executed by
<br />Lessor and Lessee from time to dme (mllectivety referred to as "Payment
<br />: Schedule')„with'a portton of,each Lease Payment to represent payment
<br />of interest:and a'portion to represent payment of pdncipal as shown on
<br />the Payment 5chedule. ?
<br />2. PROPERTY TIUCES, LICENSE FEES, ETC. - In addition to the Lease
<br />Payments to be' made pur5uant to Section 1, Lessee agrees to pay, and
<br />to indemnify andy hold Lessor harmless from all license, sales, use,
<br />` personat properiy or: other taxes,'penalties, fines, interest or charges of
<br />any kind that may'be assessed or charged against the Equipment or use
<br />thereof. :
<br />3. LESSEE'S COVENANTS &'REPRESENTATIONS - Lessee represents
<br />and warrants-: as. fotiows for the benefit of Lessor (all such
<br />representations "and :warranttes be(ng continuing), and is delivering an
<br />`opfnion:bf, fts counsel dated' the date hereof, in form and substance
<br />satisfadory' , to Lessor, conflrming that Lessee has the authority to enter
<br />Into this Lease and make the foliowing representations and warranties:
<br />3.1 Lessee is a pubifc body corporate and politic, or a political
<br />subdivision thereof, legally existing under the laws of the State of
<br />OH;
<br />3.2 This Lease has been duly authorized, executed and delivered by
<br />Lessee;
<br />3.3 This Lease is a legal, valid and binding obligation of Lessee,
<br />enforceable in accordance with its terms
<br />Lessee further represents and warrants as follows:
<br />3.4 Lessee will do al) things lawfully within its power to obtain and
<br />maintaln funds from which the Lease Payments may be made,
<br />including making. provisfon for such payments to the extent
<br />necessary in each biannual or annual budget submitted for the
<br />purpose of obtain(ng funding, us(ng its bona fide best efforts to
<br />have such port(on of the budget approved and exhausting all
<br />available review5 and appeals in the event such portion of the
<br />budget is not approved. To the knowledge of Lessee, there are no
<br />circumstances affecting the Lessee that could reasonably be
<br />expected to alter its foreseeable need for the Equipment or
<br />adversely affect its ability or willingness to budget funds for the
<br />payment of sums due hereunder.
<br />3.5 There are no actions, lawsufts, or proceedings pending or, to the
<br />knowledge of Lessee, threatened against or affecting Lessee in any
<br />court or before any govemmentat commission, board or authority
<br />which, ff determined adversely against Lessee, would have a
<br />material adverse effect on the ability of Lessee to perform its
<br />obligation under this Lease.
<br />3.6 Lessee does not have budgeted in its current fiscal period sufficient
<br />funds to purchase the Equipment for cash.
<br />3.7 This Lease will not constitute a"private activity bond" within the
<br />meaning of Section 141 of the Internal Revenue Code in that
<br />Lessee wili not sublease the Equipment, nor will Lessee enter into
<br />any management, output, or similar types of contracts where more
<br />than 10 percent of the proceeds of the lease-purchase agreement
<br />will be used for one or more private business uses or where the
<br />payment of the principal of, or interest on, more than 10 percent of
<br />the proceeds of this Lease will be made, either directiy or indirectly,
<br />by payments, property, or monies borrowed by private business
<br />users. (The term "private business use" means any direct or
<br />indirect use In a trade or business carried on by an individual or
<br />entity other than a state or local governmentaT unit, including use
<br />._._.by"tTiLr"Fedtr81-Governmen?Tor-anY age•ncY-thereof. A special
<br />exemption is provided for "exempt facility bonds" and "501(c) (3)
<br />[tax-exempt organization) bonds".)
<br />3.8 Th1s Lease will be used for governmental or 501(c) (3) purposes
<br />and thus, will not constitute an investment. This Lease was not
<br />created for the purpose of arbitrage. Nevertheless, should a
<br />"Certificate of Arbitrage" be required, this Section is deemed to be
<br />such a Certificate, executed and delivered In accordance with the
<br />provisions of Sedion 1.103-13, 1.103-14 and 1.103-15 of the
<br />Income Tax Regulatfons. And by the signature of the Lessee
<br />below, the Lessee certifies that the Lessee has not been notified by
<br />the Internal Revenue Service of any listing or proposed listing of the
<br />Lessee as an issuer whose arbitrage certificate may not be relied
<br />upon.
<br />3.9 Lessee will report this Lease to the Internal Revenue Service by
<br />filing form 8038-G or 8038-GC, whichever is appropriate. Lessee
<br />understands that failure to do so will cause the Lease to lose its tax
<br />exempt status. Therefore, Lessee agrees that if it fails to file the
<br />appropriate form, the interest rate set forth in the Payment
<br />Schedule will be adjusted to an equivatent taxable interest rate.
<br />4. NON-APPROPRIATION OF FUNDS
<br />4.1 1n the event funds are not budgeted and appropriated in any fiscal
<br />year forlease Payments due under this Lease for the then current
<br />or succeeding fiscal year, this Lease shall impose no obligation on
<br />the Lessee,as to such current or succeeding fiscal year and shall
<br />become null and void except as to the Lease Payments herein
<br />agreed upon for which funds shall have been appropriated and
<br />budgeted, and no right oF action or damage shall accrue to the
<br />benefit of Lessor, its successors or assigns, for any further
<br />payments.
<br />4.2 If the provisions of Section 4.1 are utilized by Lessee, Lessee agrees
<br />to immediately notify the Lessor or his assignee of this Lease if
<br />funds are not budgeted and appropriated, to peaceably surrender
<br />possession of the Equipment to Lessor or its assignee and that it
<br />will not purchase, lease or rent equipment performing functions
<br />similar to those performed by the Equipment for a period of ninety
<br />(90) days from the date of surrender of the Equipment.
<br />5. EARLY TERMINpTION / PREPAYMENT - In the event Lessee should
<br />desire to terminate this Lease in its entirety or for any piece of
<br />equipment described in any Exhibit attached hereto, or prepay its
<br />obligation on any Lease Payment due date prior to the end of the Lease
<br />Term, for reasons other than non-appropriation of funds as described in
<br />Section 4, the following options are available:
<br />5.1 Lessee may request Lessor to sell the Equipment for a fair market
<br />price, and Lessee shall pay Lessor the Termination Value shown on
<br />the Payment Schedule less the net proceeds received from the sale
<br />of the Equipment.
<br />5.2 Lessee, having complied with the terms and conditions of this
<br />Lease, shall have the option to prepay its obHgation by paying the
<br />Termination Value shown on the Payment Schedule.
<br />6. NEW EQUIPMENT WARRANTY - Lessee acknowledges and agrees
<br />(a) that the Equipment was selected by Lessee; (b) that Lessee is
<br />satisfied that the same is suftable for its purpose; (c) that Lessor is not a
<br />manufacturer thereof nor a dealer in property of such kind; and (d)
<br />THAT LESSOR NAS NOT MADE, AND DOES NOT NEREBY MAKE, ANY
<br />REPRESENTATION OR WARRANTY OR COVENANT WITH RESPECT TO
<br />THE MERCHANTABILTTY, AND CONDITION, QUALITY, DESCRIPTION,
<br />DURABILITY, OR SUITABILITY OF ANY SUCIi UNIT IN ANY RESPECT OR
<br />IN CONNECTION WITH OR FOR THE PURPOSES AND USES Of LESSSEE.
<br />Lessor hereby assigns to Lessee, to the extent assignable, any
<br />warranties, covenants, and representations of the vendor with respect to
<br />the Equipment, provided that any action taken by Lessee by reason
<br />thereof shall be at the sole expense of the Lessee and shall be consistent
<br />witii iiie Lessee's obliyaiions pursuani to [he terms or ttiis i?greement.
<br />(Continued on Reverse Side)
<br />ADDITIONAL PROVISIONS CONCERNING RIGHTS OF THE PARTIES ON REVERSE SIDE ARE A PART OF THIS AGREEMENT
<br />NOTICE: THE :DEALER HAS NO AUTHORITY TO MAKE ANY REPRESENTATION OR PROMISE ON BEHALF OF
<br />LESSOR OR;TOMODIFY THE TERMS OF THIS LEASE IN ANY WAY.
<br />LESSOR: DEERE CREDIT, INC. LESSEEs CITY OF NORTII OLIIISTED 01110
<br />By
<br />Title
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<br />Titl@ Norman `I'. T1ns-i;1 l_, Mayc?r
<br />Date accepted ;.
<br />FORM 540MUNI- 65511
<br />iag I
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