Resolution 2010-33 � RESOLUTION NO. 2010-33(R)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WYLIE,
TEXAS, HEREBY AUTHORIZING THE CITY MANAGER OF THE
CITY OF WYLIE, TEXAS TO EXECUTE AN AGREEMENT AND ANY
OTHER RELATED DOCUMENTS BY AND BETWEEN CHASE
EQUIPMENT FINANCE AND THE CITY OF WYLIE, TEXAS, FOR THE
LEASE PURCHASE OF EQUIPMENT FOR A RECREATION CENTER.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF WYLIE, TEXAS:
SECTION 1: The City Manager of the City of Wylie, Texas, is hereby authorized to
execute, on behalf of the City Council of the City of Wylie, Texas, an agreement and any other
related documents by and between Chase Equipment Finance and the City of Wylie, Texas, for
the lease purchase of equipment for a recreation center attached hereto as Exhibit "A".
SECTION 2: This Resolution shall take effect immediately upon its passage.
.�.,. DULY PASSED AND APRPOVED by the City Council of the City of Wylie, Texas on
this the 26`" day of October, 2010.
Eric Hogue, Mayo
ATTEST TO:
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Carole Ehrlich, City ecretary
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Resolution No. 2010-33(R)
Agreement for the Lease Purchase of
Equipment for a Recreation Center
EXHIBIT — Lease Agreement �
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563458-I
� EXHIBIT A
C�ASE ! i
:YIASTER LEASF.-PUItCHASE AGREEMF,V'1'
Dated Ay of: OC"I'OBER 29, 2010
Lessee: C(TY OF WYL1E, TEXAS
This Master Lease-Purchase Agreement together with all addenda, riders and astachments herelo, as the same may from time to time
bc amended, modified or supplcmentcd ("Master Leasc") is made and �nterrd by and betwcen CHASE EQUIPMENT FINAVCE,
[VC. ("Lessor") and the Icssee identified above ("Lessec").
1. LEASE UF EQUiPnIE\T. Subjcot to the temu and conditions of this Master Lease, Lessor agrees to lease t� Lessee, and Lessee
agrees tu lease from Lcssor, all Bquipment descnbed in each Schedule signed from time to time by Lesser and Lessor.
?. CERTAIN DEFINITIO�S. All te:rms defined in the l.ease arc cquatly applicable to both the singular and plural form of such
terms. (aj "Schedule" means each Lease Schedule signed �nd delivered by Lessee and Le,sor, together with ali addenda, riders, •
attachmcnts, certificates and cxhibits thereto, as thc same may from dme to time be amcndcd, moditicd or supplemented. Lessce and
�essor agree that each Schedule (except as expressly providod in said Schedule) incorporates Uy reference all of rhe terms and
cunditions of the Master Lease. (b) "Lease" means any one Schedule and this t�laster Lease as mcorporated into said Schedule. (c)
"Equipment" meuns the property described in each Schedule, together with all attachments, additions, accessions, parts, repairs,
improvtments, roplacements and substitutions thereto. (d) "Lien" meana any s�curity interest, lien, mortgage, ptedge, encumbrance,
judgment, execution, attachment, warrant, writ, levq, other judicial process or cla►m of any nature whatsoever by or of any person.
3. LEASE TERM. The tenn uf the fcase of the F.qiiipment desrribrd in e�ch Lease ("I.ease "I'enn") c�mmences on the first date anv
'�` uf such F.quipment is acccpted by Lessec pursuant t�, Section � hereof or on the date specitied in the Schedtile for such Lcase and,
unless earlier terminated as expressty provided in the Lease. continues until Lessee's p��yment and performance in fiill of all of
Lessee's obligations undcr the Lease.
4 RF.�T PAYMENTS.
4.1 For cacli Lcasc, Lessee agrees to pay to Lessur the rent payments in the amounts and at the times as set tbrth in the
Payment Schedule attached to the Schedule ("Rent Payments"). � poctwn of each Rent Paymcnt is paid as and represcnts the payment
of interest as set forth in the Payment Schedule. Lessee acknowledges that its obligation to pay Rent Payments including interest
thereirt accrues as of the Accrual Date stated in the Schedule or its PaymeM Schedute; pro��ided, that no Rent Payme�t is due until
Lessce accepts the F,'quipment under the f,ease or the parties execute an e,crow agreement. Rent Payments will be pavable for the
Lease'ferm in U.S. dollars, wi[hout notice or demand at the oftice of i_essor (or such other place as [.essar may designate from time !o
time in wri[ing).
4Z If Lessor receives any payment From Lessec later than ten (lU) days from chc duc date, Lrssee �ha►I pay Lessor un
demand as a late charge five per cent 15",%) of such overdue amount, limited, however, W the maximum amotutt allo�xed by taw.
�.3 EXCEPT AS SPECIFICALLY PROVlDL)) IN St=CTION 6 HEREUF OR 1N ANY �'�'RITTL:N MODIFICATION 'i'O
THL LEASE SIG',VGD BY LESSOR, THF. OBLIGATION TO P��Y REV"I' PAY�1FNT� UNDER EiACH LEASE SHALL BE
ABSOLUTG AND C'VCONDITfONAL IN ALL GVEN7'S �ND SHALL NOT HE SUDJECT Tn ANY S[.'1 llGFL•NSE.
COUNTIRCl.A1M, ABATEMGNT OR RECOUPMI::�T FOR ANY RE:ASON �i�'HATSl�EV6R.
5. DELIVERY; :�CCEPTANCF,; FU\DING CONDITIONS.
5.1 Lcsscc shal( arrange for thc transrortation delivery and installatiun ot� all Eqwpment to ihc loc�t�on specified in the
Schedule ("Location") by Equipmcn[ suppliers �"Suppliers") selected by Lessee. Lessee shall pay all custs relared thereto.
�.� I.cstea sh111 aceept Equipment as soon as it has becn dehvercd and �s operational. l..essee shall c� idence its acceptance of
�ny �quipment by signing and delivering to Lessor the applicable Schedule (f I_essce signs aad deiivers a Schedule and if all Funding
('onditions have bcen sattsfied in full, then [_essor will n�y or esuse ro be paid the costs of sucl� Equipment as �tated in the Schedule
''"'"�" ("1'nrchasc Pnce") to thc applicable Supplicr.
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y.3 Lessor shall have no obligation to pxy any Purchase Pnce un:ess all reasonable condipons established by Lessur
("Funding Condirions") have been satistied, including, �vithout limitation, the following: (a) Lessee htu signed and delivered the
Schedule and its Payment Schedule; (b) no Event of Default shall have occurred and be cuntinuing; (c) no materiat adverse change
shall have occurred in [he Inicrnal f2evenue Cuda of 19R6, as acnended, and the related regulations and rulings thereundet
(collectively, the °Code"); (d) no material adverse change shall have occuned in the financ�al cond�tion of Les�ec or any Supplier; (c)
�he Equipment is reasonably satisfactory ro Lessor and is free and clear of any I.iens (except Lessor's Liens); (� al! represenrations of
Lcssee m the Lcase remain [rue, accurate and complete; and (g) l,essor ha5 receic��d all of the f'ollnwing documen�c, which shall be
rcasonably satisfactory, in furm and substance, to Cessor. � 1) evidence of insurance coverage required by the Lease; (2) an opinion of
Lcssee's counscl; (3) reasonably detailed �nvoices for the Gquipment; (4) Uniform Commercial Code (UCC) liaanci�g statements; (5)
cupies of resolutions by Lessee's guverning body authorizing the Lease and ine�unbency certificntes for the person(s) who wiil sign the
Lease; (6) such documents and certificates relating to the tax.exempt interest payable under the Lease (including, without limitation,
IRS Form 803RG or R03RGC) as Lcssor may request; and 17) such other ducumrnts and informatiun previously identitied by Lessor or
otherwise reasonably requested by Lessor.
6. TERMll�iAT10�1 FOR GOVERNMENTAL YON-APPROPRIATIO;VS.
6.l For each Lease, Lessee represents and wamants: that rt has appropriated and budgeted the necessary funds to make all
Rent Payments required pursuaot to such Lease for the remamder uf the ftscal year in which the Lense Terrn commences; and that it
currently intends to make Rent Payments for the full Lease T'erm as scheduled in the applicable Payment Schedule if funds nre
appropriated for the Rent Payments in each succeeding fiscal year by its governing body. Without contractually committing itself to
Ju so, Lessce reasonably believes that moneys in an amount sufficient to make all Rent Payments can and will lawfully be
appropriated therefor. Lcssce directs the person in charge of its budg�t requests to include the Rent Payments payable during each
fiscal year in the budget request pracented to t.essee's goveming body f'or such fiscal year; provided, that Lessee's goveming body
retains authoriry to approve or reject any such budget request. All Rent Payments shalt be payable out of the general funds of Lessee
ur out of uther funds legally appropriated therefor. Lessor agrees that no Lease will be a general obligation of I.essee and no I,ease
shall consdtute a pkdge of either the full faith and credit of Lessee or the taxing power of Lessee.
6.2 If Lessee's guverning body fails to appropnate sufficient funds in any fiscal year for Rent Payments or other payments
due imder a Lease and if other funds are not legally appropriated for such payments, then a"Non-Appropriation Event" sholl bc
� deemed to have occurred. If a Non-Appropriation Event occurs, then: (a) Lessee shall gi��e Lessor immcdiate nutice of such Non-
Appropriation Event and provide wcitten evidence of such failure by Lessee's goceming budy; (b) on che Return Date, Le�see shall
retum to Lessor all, but not less than aq, of the Equipment covered by the affected Lease, at Lessee's sole expense, in accordance with
Secnon 2l hereoF, and (c) the afTected 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 anpropriated, providsd
further, that Lessee shall pay month-to-month rcnt at the rate sct forth in thc atl'ected Lease for each month or part th�rcut� that Lessre
fails to return the Equipment under this Section 6.2. "Return Date" means the last day of the fiscal ycar fnr which appropriations were
made for the Rent Payments due under a Lease.
7. LII�IITATION ON WARRANTIES. LESSOR MAKES NO WARRAVTY OR REPRESENTATION, EXPRESS OR
IMPLIED, AS TO ANY A�tATTER WHATSOEVER, 1NCLUDING, 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 TfIE EQUIPMENT. For and
during the Lease Term, Lessor hereby assiSms to Lessee any manufacturer's or Supplier's product wnrranties, express or implicd,
applicable to any Equipment and Lessor authorizes Lessee to obtain the cvstomary services furnished in connection with such
warranties at Lessee's sote expense. Lessee agrees that (a) all Equipment will have been purchased by Lessor in accordance with
Lessee's speciftcations from Suppliers setected by Lessee, (b) Lessor is not a manufacnirer or dealer of any Equipment and has no
liability for the delivery or installation of any Gquipment, �c) Lessor assumes no obligation with respect to any manufacturer's or
Supplicr's product warranties or guaranties, (d) no manufacturer or Supplier or any representxtive of said parties is an agent of Lessor,
and (e) any warranty, represcntation, guaranty or agreement rnade hy any manufacturcr or Supplier or �ny representative ot said
parties shall not bc binding upon Lessor.
fi. TlTLE; SECURITY I?VTEREST.
8.1 Upon Lessee's acceptance of any Equipment under a 1.ease, title to the Equipment shall vest in Lessee, subject to Lcssor's
�ecuriry interest therein and all of L.essor's other rights under such L�ase inchidin�, without limitation, Sections 6. 20 and 21 hereof.
�.2 As collateral security fur the Secwed Obligations, Lessec hereby grants to Lessor a tirst prionry security interest in any
znd all of the Equipment (now existing ur hereafter acquired) and any and all pr�xeeds thereof. Leyscc agrees to execute and deliver to
Lessor all necessary documents to evidence and perfect such security i�tcrest, including, without limitation, UCC financing statements
4� and any amendments thereto.
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R.3 "Sccured Obligations' means Lessee's obligahons to pay ai! Rent Payments and all other amounts due and payable under
ail 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 exisring or hereafter arising) of Lessee under all present and future Leases.
9. PERSONAL PROPERTY. All Equipment is and �ti•�ll remain �ersonal property and wili not hc deemed to be aftixed or attachcd to
real estate or any building c6ereon.
]U. MAtNTENANCE AND OPERATION. Lessee agrees it shall, ut its sulc expense: Ia) ropair an�l maintain all F.quipment in good
condidon and working order and supply and install all replacement purts or othcr devices �vhen required to so maintain the Equipment
or when required by applicable taw or regulation, which parts or devices shall uutomaticaliy become part of the Equipment; and (b)
use and uperate all Equipment in a careful manner in the nortnal course of its operations and only for the purposes for which it was
designed in accordance with the manufacturei s warranty requirements, and :omply with all laves and regulations refating to the
Equipment. If any Fquipment is customarily covered by a maintenance agreement, Lcssec will fiunish l,essor with a maintenance
agreement by a party reasonably saeisfacton� to l_essor No maintenance or other service fur any Equipment will be provided by
Lessor. Lessee will not make any alterations, additions or improvements ("Improvements") to any i?qwpment w•ithout t.essor's prior
written consent unless the lmprovements may be readily removed without damage to the operation, value or utiliry of such Equipment,
but any such Improvements not remc�ved Qnor to the te�mination of che applicable Lense shall automaticaliy become part of the
L•quipment.
11. LOCATION; INSPECT[ON. Lc�uiprnent will not be removed from, or if Equipment is rolting stock its pemianent base wi►1 not
be changed from, the Location without Lessor's prior written consent which will not be unreasonably withheld. Upon reasonable
notice to I.essee, t,essor may enter the Location or elsewhere during nonnal business hours to inspect the F.quipment.
l?. I.IF.NS, SUBLEASF,S A�D'TAXES.
12.] Lessee shall keep alt Equipment free and clear of atl Liens excep�. thuse Liens created under its Lease. Lessee shali not
sublet or lend any Lquipment or permit it to be used by anyone other than Lrssec 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, rcntal, sale, pwchase, possession or use, upon any Lease or upon any Rent Payments or any other payments due under any
tease. lf Lessee fails to pay such Taxes when due, Lessor shall have the right, but nvt the obtigation, to pay such Taxes. [f Lessor pays
any such T'axes, then Lessee shatl, upon demand, immediately reimburse Lessor thercfor. 'Taxcs" mcans present and fucurc taxes,
levies, duties, assessments or uther govemmentai charges that are not based on the net income of Lessor. whether they are assessed to
or payubie by Lessee or Lessor, including, withuut limiwtion (a) sales, use, excise, licensing, regiscrdtion, titting, gross receipts, stamp
and personal property taxes, and (b) interest, penalties or tincs on any of the foregoing.
13. RISK OF LOS5.
12.1 Lessee bears the entire risk of loss, cheft, damage or destruction of any Equipment in wholc nr in paR from any reason
wha�soever ("Casualry Loss"). No Casualty Loss to any Equipment �haU relieve Lessee from �he obligation to make any Rent
Payments ur to perform any other obligatiun undcr �ny Lease. Procreds of �ny insurance recovery will be applied to Lesseds
obligations under this Section I 3.
13.2 If a Casualry Luss occurs to any Equipmcnt, Lzssee shall immediately notify Lessor of the same and Lessee sha11, unless
othenvise directed by Lessor. immediately repair the same.
13.3 [f Lessor deurmines chat any item of Equipment has suffered a Casualry Loss beyond repai� ("Lost Equipment"), then
Lessee shall either. (a) immediately replace the Lost Equipment with similar equipment in Sood repai�, cundition and working order
free and clear of any Liens (except Lessor's Liens), in which event such rep(acement equipment shall automatically be Equipment
under the applicable Lcase;, and deliver to Lessor truc and complete copies ot the invoice or bill ot' sale covering the replacement
equipment or (b) on earlier of 6U days after the Casualry Loss or the next scheduled Rent Payment date, pay Lessor �i) all amounts
owed by Lessee under the applicable Lease, including the Rrnt Payments due on or accrued through such date plus �ii) an amount
;:qual to the Termination Value as of the Rent Payment date (or if the Casualty I.oss payment is due bchveen Rent Yayment dates, then
as of the Rent Paymcnt date preceding the date that the Casualry Loss payment is due) set forth in ttie Paymcnt Schedule to the
applicable Leasc. [f Lesser is making such paymem with respect to less than all of the Equipment unde� a Lease, then Lessor will
provide Lessee with the pro rata amount of the Rent Payment and Terminauon Valuc to be paid by Lessee with respect tu the Lost
Equipment and a revised Payment Schedule.
>�- 13.=� 7'o the ext�nt not prohibrted by State law, I.essee shall hear the ruk �f loss tbr, shall I�ay duecdy, and shall defend
lgainse any and all claims, liabilities, proceedm�s, actwns, expen�s {includmg reasonable attorney's fce,), damages or tosses ansmg
under or related to any Equipment, �ncluding, but not limitcd to, the pussession, ownership, lease, use or operation thereof. These
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obliGadons ot Lessee shall survive any exp�ration or terminacion of any l,case. lcsscc shall not bear the risk of loss of. nor pay for,
iny claims, liabilities, proceedings, actions, cspcnses (including adomey's fees), damages or losses �vhich nrise directly from evcnts
occurring after any Cquipment has been retumed by Lessec to Lessor in accordance with the terms of the applicable Lcase ur which
arise directly from ihe gross negligenee or wi!lful misconduct of I.esu,r.
!4. INSURAIVCE.
14,1 (a) Lessee ac itv yoie expense shall at all [imes keep all Bquipment insured against all Casualty Losscs for an amount not
Iess than the Tcmunation Value of the Lquipment. Aroceeds of any such insutance co�•ering damage ur loss oF any Equipment shall be
payable to Lessor as loss payee. (b) Lessee at its solc expensc shali at all times carry public liability and third parry property damage
inswance in amounts reasonably satisfactory to Lessor protecting Lessee and Lessor from liabilities tbr injuries to persons and damagc
to property of others reladng in any way to any �quipment. Proceeds of any such public tiability or property insurance shall be
payablc first to Lessor as additional insured to the extcnt of its fiabilitv, and then to Lesscc.
14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee sh�all promplly deliver to Lcssor satisfactory evidence of
required insurance coverage and all renewals and rzplacements thereof. Each insurance policy will require that the insurer give Lessor
at teast 30 days prior written notice of any canceilarion of such policy and will require that Lessor's interests remain insured regardless
of any act, eaor, misrepresentation, omission or neglect of f.essee. "T'he insurance maintained by Lessee shall be primary without any
right of contribution frorn inswance which may be maintained by Lessor.
]5. PREPAYMENT OPTION. Upon thirty (30) days prior written noticc hy Lessee to Lessor, and s�, long as there is no Event of
Default then existing, Lessee shall have the option to prepayment Lessee's obligations under a Lease on any Rent Payment due date by
paymg to Lessor all Rent Payments then due (including acerued interest, if any) for such Lease plus the Termination Value amount set
forth on the Payment Schedule to such L,ease for such date. Upon satisfaction by Lessea of such prepayrnent conditions, I_es�or shail
release its Lien on such Equipment and Lessee shall retain its title to such F.quipment "AS-i5, VVHF.RF-IS". without representation or
warranty by Lessor, express or implied, except for a representation thac sueh Equipment is free and clear of any Liens created by
Lessor.
� 16. LESSEE'S REPRESE;�'tATIONS ANp WARRANTIES. With respect to each Lease and its Equipment, Lessec here6y
represents and warrants to Lessor that: (a) Lessee has full power, authority and legai right to execute and deliver the Lease and to
periorm its obligations under the Lease, and all such actions h�ve 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
I.essee, enforceable in accordance �vith its terms; (c) the Lease is authori2ed under, and the authorization. execution and delivery of
the Lease complies with, all applicable fedesai, state and local taws and regulations (including, but not limited to, all open meeting,
public bidding and properry acquisition laws) and afl applicable judgments and court orders; (d) the execution, delivery and
performance by Lessee of its obligations undcr the Lease will not result in a breach or violation of, nor constitvte a defauit under, any
agrcement, lease or other instrument to which Lessee is a party or by which [.essee's properties may be buund or affected; (e) there is
no oending, or to the best of Lessee's knowledge threatened, titigation of any nature which may have a material advetse effect on
Lessee's ubiliry to perform its obligadons under the Leasc; and ttl [,essee is a state, or a political subdivision thereoE; as referred to in
Section 103 of the Code, and l,essee's obligaticm under the I.ease constitutes an enti�rceable obligation issued on hehalf ��f' n stata nr a
political subdivision thereof.
17. TAX COVENANTS. Lessee hereby covenants and agrecs chat: (aj I,essee shall comply with all of'the requiremcnts of Sectiun
1 d9(a) and Seetion 149(e) of the Code, as the same may be amended from time to time, and such compliancc shall include, but not be
limited to, executing and filing Intemal Revemie Form 8038G or 8038GC, as the case may be, and any other information statements
reasonably requested by Lessor, (b) Lcssee shall not do (or cause to be done) any act which will cause, or by omission of any act
allo�v, any Lease to be an "arbitrage bond" within the meaning oi 5ection t48(a) of'the Code or any l,ease to be a"private activity
bond" within the meaning of Secnon 141(a) of the Code; and (cj Lessee shall not do (or cause to be done) any act wh�ch 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
incame taxation pwposes under the Code.
18. ASSIGNMEN7'.
18.1 Lessec shall not assign, transfer, pledge, hy�pothecate, nor grant eny Lien on, nor otherwise dispose of, any Lease or any
Cquipment or any interest in any Lease or Equlpment.
18.2 I.essor may assign its nghts, utle and intereat in and to any I.ease or nny Equipment, and,'or may grant or assign a
�ccunty interest in any Lease and its Equiprtient, in whole ur in oart, to any party at �tn�� time. Any such assi�,mee or lienholder (�n
„�,., "Assignee") shall have aU ot the nghts of Lessor under the appticable Lcase. LESS�:�: A(;REES YU'1' 7'O ASSERT AGAINST
aNY ASSiGNEE ANY CLAIhiS, ABATEMENTS, SE'fOFFS. COI�NTERCLAIVIS, RECOUPMEN7' OR ANY UTHER
S1MILAR DEFEISES �VHICH LESSEE MAY HAVE AGAIhST LESSOR. Unless utherwise agrccd by Lessee in writing, any
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;uch assignment transacnon shall not rcicase Lessor from any uf l.e�aur's obli,�atiuns under �ie applicable Lease. An assignment or
reassignment of any ot'Lessor's nght, tide or interest ui a Lease or in Lquipment sha?1 be enforceablc against Lessee nnly after Lessee
receives a written nuticc of as;ignmcnt which disclosns che name and address of ezch such Assignee; provided, that ,uch notice hom
Lessor ro Lessee of any assignment sha11 not be so required if Lessor assigns a Lease to JPMORGAN C1�ASE & CU. any of its dircct
ur indirect subsidiarics. Lessee shall keep a cnmplete and accurate record of all such assignments in the form necessary• to comply with
Sectiun 149(a) of the Code and for such purpose, [.cssee hereby appoinu Lessor (or Lessor's designce) as the book entry and
registration agent to keep a complete and accurate record of .ury �nd all assignments ot' �ny Lease. Lessee aEtrees to aeknuwledge in
writing any such assignments if so requested.
I 8.3 Each Assignee of a Lcase hereby agrees that: (a) the tecm Secured Obligations as used in Section 8.3 hereof is hereby
amended to include and apply to all obligations of Lessec undcr the Assigned l.eases and to exclude the obligations of Lessee under
any Non-Assigned Leases; (b) said Assignee shall have no Licn on, nor any c(aim to, nor any interest of any kmd in, any Non-
Assigned Lease or any Cquipment covered by any Non-AssiRned Lease; and (c) Assigncc shall exercise iu righ��, benefits and
remedies as thc assignec uf Lcssor (including, without limitation, the rcmedies under Sectiun ZO of' thc Masrer Lease) solely with
respect to the Ass�gned Leases. "Assigned Leases" mcans only those Lcases which have been assigned to a single Assignee pursuant
ro a written agreemenr, and "Non-Assigncd Leases" mear.s all Lcases excluding ehe Assigned Leases.
18.4 Subject to thc foreguing, each Lease inwcs to the bc�ctit ot� and is binding upon the heirs, exccutors, administrators,
successors and assigns of che parties hereto.
19. EVENTS OF DEI'AULT. For each Leasc, °L'vent of DefaulP' means the uccumnce of"any onc or morc of the foUowing evcnts
as they muy relate to such Lcase: (a) Lessee fails to make any Rent Payment lor any other payment) as it becnmes Jur in accordance
wrth the terms of the Lease, and arty such failure conunues for ten (10) days aker the duc date thereot; (b) Lessec fails tu perform or
observe :uty of its obligations under 5cctions 12.1, 14 or 1R.1 hereof; (cj Lcss�e fails to perform or observe any othcr c�ivcnant,
condiUOn or agreement to be perforn�e.d ur ubserved by ft under die l.xase �n�l such failure is not cured H�ithin thirty (30) days after
receipt of written no[ice �hereof by Lessor, (d) any statement, representation or warranty madc by I.cssee in the Lease or in any
��•riting delivered by Lessee pucsuant thereto or in connection therewith proves at any time to have been false, misleading or erroneous
in any rnaterial respect as of the time w•hen made; (e) (,essee applies for vr consents to the appointment of a receiver, trustee,
conservator or liquidator of Lcssce or of all or a substantial part of its assets, or a petition for relief is fil�d by Lesse:e under any federal
� or state bankruptcy, insolvency or similar law, or a pctition in a proceeding under any f'ederal or state bankruptcy, insotvency or
similar law is filed against Lessee and is not dismtssed within sixty (60) days thereafter; or (f} L,essee shall be in dcfaul[ under any
other Lease or under any other financing agreement executcd at any time with Lessor.
?0. REMEllIES. If any Cvent of Defautt occurs, thcn Lessor muy, at its nption, cxetcisc any nne or more of the following remedies:
(a) Lessor may require Lessce to pay �and Lessee agrees that it shall payj all amounts then currently due under all Leases and
all remaining Rent Payments due under a11 Leases during the fiscal year in rffect whcn the Iivent of llefault occurs together with
interest on such amuunts at the rate of twelve percent (12°�0) per annum (buc not to exceed the highest rate perm�ttcd by applicable
law) from the date of Lessor's demand for such payment;
i b) Lessor may require Lessee ro prompdy retum all Equipmcnt under .iU ur any of thc Lexses tn Lessor in the manner set
forth in Scction 21 (and Lcssce agrees that it shall su return the Equipment), or l.essor may, at irs opnnn, cnter iipon the premiscs
where any Gquipmeut is I�nated and repossess am Gyuipment without demand oc notice, without any court order or other proceas of
law �nd withoat liability for any damage occasioned by sueh repossession;
(c1 L.essor rnay sefl, lra�e ur otherwise dispose of any Equipmcnt under all or any ot the I.xascs, in whole or in part, in one or
more public or pri��ate transactions, and if Lessor so disposcs of any L:quiptneut, then Lessor shall retain the rntire proceeds of such
disposition free of any claims of Lessee, provided, that if the net procceds ot' t6c disposition of all llie Equipment excecds the
applicable Termination Value of all the 5chcdules plus the amounts payable by Lessee under clause la) above of this Secdon and
under clausc (� below of this Section, then such excess anwunt shall be rcmitted by Lessor to Lessee;
(d) Lcssor may terminate, cancel ur rescind any Lease as to any and all F:quipmenG
(e) Lessor may exercise any o�hcr nght, rcmedy or privilege which may be available tu Lessor under applicable law or, by
appropriate court action at law or in eqwty, Lessor may enforcc any of I.essce's ohtiganons undcr anv Lease; and.'or
�t) Lassor may rcyuire Lessee to pav (and (.essee agrees that it shall pay) all out-uf-pocket costs and e�penses incurred by
Lcssor as a result (directiv or indirecdy) of the L'�ent of Dcfault and/or of Lessor's .�cuons under this section, including, without
� limitation, any attorncy fees and cxpenscs and any cusls n lat�d to the reposs4sstun, satekeepm¢, storaee, repair, rcconditioning or
disposition of any Equipmcnt.
Page � uf 6
Nonc of the above remcdics is zxclustve, but cach is cumulative and in addiron to any ��thcr remedy availaUlc to L�ssor. Lessor's
cxercise of one or more remedies shall not preciude its exerc�s� of any other remedy. No deiay or failure on the part of Lessor to
cxercise any romedy under any Lcase shall operate as a waiver thereut; nor as ;sn acquiescence in any detault, nor shall any single or
partial excrcise of any remedy preclude any other exercise thereof or the exerciu: of any uthrr remedy.
21. RETURN OF EQUIP/iEYT. If Lessor is cntitled under the prov[sions of any Leasc, including any tcrtnination thereof pursuant
to Scctions 6 or ?0 uf this Master Lease, to obtain possessi�n uf any Equipment or if l.essee is obligated at any time to rcturn any
Gqwpment, thcn (a) litle tu the Equipment �hall �est in Lessor intmediately upon Lr�sur's nutice thereof co Lessee, and (b) Lessee
shall, at its sole expense and risk, immcdiatety de-install, disassembie, pack, crate, insure and retum thr Gquipmem to Lessor (afl in
accordance with applicable industry startdazds) at any location in the continental United States selected by I.essor. Such Equipment
shall be in the same condition as when rcceived by Lessee (reasonable wear, tear and depceciation resulhng from nurmal and proper
use excepted), shal! be in good operuting u�der and maintenance as required by the applicabie Lease, shall be frce and ctear of any
Licns (cxcept Lcssor's Lien) and shall compty with all applicable laws and raguiations. Until L-:quipment is returned as required above,
ali terms of the applicable Lease shall remain in full force and effect including, without limitation, obligations co pay Rent Payments
and to insure the Equipment. Lessee agrees to ezecute and deliver tu Lessor all documents reasonably requested by Lessor to evidence
the transfer of legal and beneficial title to such Equipment to Lessor and to evidence tlie term�na�ion of Lesseds interest in such
Gquipment.
22. LAW GOVERtiING. Each Lea�e shaN he governed by [he laws of the state of where Lessee is located (the "State").
23. NOTICES. All nutices W bc given under any Lease shall be made in wTmng and cither personapy delivered or mailed by re�ilar
or certified tnail or sent by an ovemigtet courizr delivery company to the other party at i�,c uddress set fi�rth hercin or at such address as
thc parry may provide in writing from time to timc. .4ny such nnticcs shall bc dccmcd to havc 6een rcceived five (5) days subsequcnt
to mailing.
24. FINANCiAL INFOHMA"I'1UN. As soon as they are avaitable aller their completion in rach fiscal year of Lessee dunng any
Lease "I'crm, Lassee w�ll deliver to Lessor upon Lessor's rcyuesc the puhlicly available annual financia{ information o}� Lessee.
,,,,,,,�, 25. SECTION IiEADINGS. A11 srction headings contained herein or in any Schedule are for convenience of reference only and do
not detine or limit the scope of nny provision of any Le�sc.
26. E�CF.CUTION IN COUN'CERPARTS. Each Schedule to this Master Lease may be executed in severAl counterparts, each of
which shall be decmed an original, but all of which shall be deemed one instrumcnt, lf more than one wunterpart of each Schedule is
executed by Lessee and Lessor, then onfy one may be mTrked "Lessor's Onginal" by Lessor. A security interest in any Schedule may
be created through transfer and possession only of: the sole original of said Schedule if there is only onc original; or the counterpan
marked "C,essor's Original" if there are multiple counterparts of said 5chedule.
.�.7. ENTIRE AGREEMENT; �YRITTEN AMENDMEVTS. Each [,ease, together w,th thc exhibits, schedules and addenda
attached thereto and made a part hereof and other attachments thereto consiitute the entire agreement betwcen thc paRies with respect
to the lease of the F.quipment co��ered thercby, and such Lease shall not be modified, amended, altered, or changed except with the
written consent of Lessee and Lessor. .4ny provision of any Lease found ro be prohibited by law• shall be ineffective to the extent of
s�ch prohibitiun without invalidating the remainder of thc Leasc.
CITY OE WYLIE. TEXAS CHASE EQUIY�ti1EN'T FINANCE IvC
(Lc:ssee) ( L�;sor)
By: -- I3� .
Tide: _ __� _ title:F�}ndin Manaeer
Page 6 of 6
�.�..
SCHEDULE A-1
Equipment Description
Lease Schedule No. 1040134448 dated OCTOBER 29, 2010
The Equipment described below includes all attachments, additions, accessions, parts, repairs, improvements,
replacements and substitutions thereto.
Equipment Location: Wylie Recreation Center
300 Country Club Road, Bldg. 200
Wylie, TX 75098
Equipment Description: Vanous recreation equipment to be more fully described whe� paid via the escrow
process.
Qty Manufacturer Part Number Description
10 PRECOR C956i Exper PRECOR C956i Experience 5eries Treadmill
4 PRECOR C546i ES Elliptical Crosstrainer ES
6 PRECOR C576i ES Total Body E1liptical w/Adj Cross Ramp
4 PRECOR C815iR ES Recumbent Bike ES
4 PRECOR AMT Adaptive Motion Trainer
„�,,,, 2 STAIRMASTER SM916 Stepmill
2 STAIRMASTER SC916 Stair Climber
4 STAIRMASTER NV 915 STAIRMASTER NV 915 Personal View Screen w/mount
2 TRtXTER XD100A1 X-Dream Interactive Bike
2 CONCEPT 2 Rowing Machine
10 CT - PGPVT512W1DTL31 12" PVS Screen Treadmills (PEP for iPod)
18 CT - PGPVN512W1DTL31 12" PVS Screen Non Tread (PEP for iPod)
19 TRIXTER X-1000 Spin Bike with moving handiebars and 2 resistance shifters
1 Fitness AV Works Misc Cabling and AV install as per quote +track side
1 TRAINING TRIXTER TRAINING - for Spi� Instructors
Expected Equipment Purchase Price $258,520.00
Minus Lessee Down Payment/Trade-in $0.00
Net Amount Financed S258.520.00
This Schedule A-1 is attached to the Lease Schedule or a Receipt Certificate/Payment Request relating to the Lease
Schedule.
CITY OF 1NYLIE, TEXAS CHASE EQUIPMENT FINANCE, INC.
(Lessee) (Lessor)
By: By:
Title: Title:
�
- � ESCROW AGREEMENTIDRAFT
Dated as of 10129I2010
(Gross Fund-Eamings to Lessee)
This Escrow Agreement together with all addenda, riders and attachments hereto, as the same may from time to time be amended,
modified or supplemented ("Agreement") is made and entered as of the date set forth above by and among the Escrow Agent identified
below ("Escrow AgenY), the Lessee identified below ("Lessee") and CHASE EQUIPMENT FINANCE, INC. ("Lesso�'). As used herein,
"Party" shall mean any of Lessee, Lessor or Escrow Agent, and "Parties" shall mean all of Lessee, Lessor and Escrow Agent.
Escrow Agent: JPMorgan Chase Bank, N. A.
Lessee: CITY OF VYYUE, TEXAS
For good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:
5ection 1. Recita .
1.01 Lessor and Lessee have entered into the Lease identified below whereby Lessor has agreed to lease and sell certain
property described therein (the "EquipmenY') to Lessee, and Lessee 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 identified
in said Lease Schedule (to the extent that it relates to said Lease Schedule) together with all exhibits, schedules, addenda, riders and
attachments thereto. The Escrow Agent shali neither be responsible for, nor chargeable with, knowledge of, nor have any
requirements to comply with , the terms and conditions of any other agreement, instrument or document between Lessee and Lessor,
in connection herewith, if any, including without limitation the Lease, nor shall the Escrow Agent be required to determine if any person
or entity has complied with any such agreements, nor shall any such obligations of the Escrow Agent be inferred from the terms of such
agreements, even though reference thereto may be made in this Escrow Agreement. In the event of any conflict between the terms
and provisions of this Escrow Agreement, those of the Lease, any schedule or exhibit attached to the Escrow Agreement, or any other
agreement among the Parties, the terms and conditions of this Escrow Agreement shall control.
Lease Schedule No. 1000134448
1.03 LESSOR'S DEPOSIT: �,258.520.00. Lessor shalt pay or cause to be paid to the Escrow Agent the amount of the
Lessor's Deposit which will be credited to the Equipment Acquisition Fund established in Section 2 hereof. To the extent that the
purchase price of the Equipment exceeds the Lessor's Deposit, Lessee shall either deposit with Escrow Agent funds which will be
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: 11/30/2011. Lessee and Lessor agree that all Equipment should be delivered and
installed, and all tunds 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 shall
furnish to Lessor as soon as available, a copy of the purchase orders or purchase contracts for all Equipment ordered pursuant 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 Escrow
Agent to receive, hold, invest and disburse the moneys to be paid to the Escrow Agent as described in this Agreement. The Escrow
Agent shall not be obligated to assume or perform 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 Equipment Acquisition Fund not needed to pay the
purchase pnce of Equipment will be paid to Lessor or Lessee, all as hereinafter provided.
1.07 This Agreement is not intended to alter or change in any way the rights and obligations of Lessor and Lessee under the
Lease, but is entirely supplemental thereto. The provisions of this Agreement may be waived, altered, amended or supplemented, in
whole or in part, only by a writing signed by all Parties.
1.08 Each of the parties hereto has authoriry to enter into this Agreement, and has taken all actions necessary to authorize
the execution of this Agreement by the officers whose signatures are anxed hereto. Where, however, the conflicting provisions of any
such applicable law may be waived, they are hereby irrevocably waived by the Parties hereto to the fullest extent permitted by law, to
the end that this Agreement shall be enforced as written.
Section 2. Eaufoment Acauisition Fund. �
~�°^�~ 2.01 The Escrow Agent shal{ establish a special escrow fund designated as the Equipment Acquisition Fund (the "Equipment
Acquisi8on Fund"), shall keep such fund separate and apart from all other funds and money held by it, and shall administer such fund
as provided in this Agreement.
'NS 436 (Esaow Agreement-CEL-mum s�d 12l09) Page 1 019
'°°" 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 respect thereto upon receipt
of a written request executed by Lessor which specifies each supplier and its address or wire instructions and the applicable portion of
the purchase price of the items of Equipment to be paid (the "Receipt CertificatelPayment Request"). As between Lessee and Lessor
only, Lessee agrees that it will submit to Lessor for Lessor's signature a Receipt CeAificatelPayment Request that has been executed
by Lessee together with (a) the suppliers' invoices specitying the applicable portion of the purchase price of the items of Equipment
described in said Receipt Certificate, (b) if the item of Equipment is a titled vehicle, a copy of the Manufacturer's Statement of Origin
(MSO) covering such item showing Lessor as first and sole lienholder, and (c) any other documents required by the Lease, and Lessee
agrees that Lessor shall not be obligated to execute any such Receipt Certificate until all of the foregoing have been submitted to
Lessor.
2.03 If Lessor delivers to the Escrow Agent written notice of the occurrence of an event of default under the Lease or of a
termination of the Lease due to a non-appropriation event or non-renewal event under the Lease, then the Escrow Agent shall
immediately remit to Lessor the remaining balance of the Equipment Acquisition Fund.
2.04 Upon the Escrow Agent's receipt of a Full Funding Notice (as defined below), the Escrow Agent shall apply the balance
remaining in the Equipment Acquisition Fund:
f�, to afl 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 benefit 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 shatl prepare and deliver to Lessee a revised Payment Schedule reflecting such partial prepayment of principal.
"Full Funding Notice" means the Final Receipt Certificate/Payment Request which confirms that all Equipment covered by the Lease
has been delivered to and accepted by Lessee under the Lease and that the full amount of the Lessor's Deposit has been paid 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 lessors
,„� 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 benefit 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 reftecting such partial prepayment of principal.
Upon the Funding Expiration Date stated in Section 1.04 above, the Escrow Agent shall apply the interest eamings on the lessors
Deposit as set forth in Section 2.04 above.
2.06 The Escrow Agent shall not be responsible for the su�ciency of the moneys credited to the Equipment Acquisition Fund
to make the payments herein requi�ed.
Sectlon 3. Monev in Eaui�ment Acauisitions Fund: Investme�t
3.01 The money and investments held by the Escrow Agent under this Agreement are irrevocably held in trust for the benefit
of Lessee and Lessor, and such money, together with any income or interest earned thereon, shall be expended only as provided 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 any credftor of
either Lessee or Lessor; provided, that the money and investments held by the Escrow Agent under this Agreement shall be subject to
the security 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, investments authorized by
this Section. Such investrnents and reinvestments shall be made giving consideration for the time at which 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 Intemal Revenue Code of 1986, as amended.
3.03 The Escrow Agent shall have no discretion whatsoever with respect to the management, disposition or investment of the
Equipment Acquisition Fund and is not a trustee or fiduciary to Lessee. Lessee acknowledges and agrees that all investments made
°°°� pursuant to this section shall be for the account and risk of Lessee and any losses associated with investments shall be bome sotely by
Lessee. Escrow Agent shall from time to dme invest and reinvest the funds held in the Equipment Acquisition Fund, as and when -
instructed by Lessee, in writing, in any one or more of the following (hereinafter, "Qualified Investments"): (a) obligations of the United
States of America or any agency created thereby; (b) general obligations of any State of the United States of Amenca; (c) general
obligations of any political subdivision of a State of the United States of America, if such obtigations are rated by at least two recognized
WS_436 (Esclow Agreemenl-CEL�nuni std 12/�9) Page 2 of 9
�"' rating services as at least AA; (d) certificates of deposit of any national bank or banks (including, if applicable, Escrow Agent or an
affiliate of Escrow Agent) insured by the Federal Deposit Insurance Corporation (FOIC) with a net worth in excess of $100,000,000
("Acceptable Bank"); (e) obligations of State or Municipal Public Housing Authorities chartered by the United States of America and
guaranteed by the United States of America; (� demand interest beanng accounts of Escrow Agent or an affiliate of Escrow Agent if
Escrow Agent or an affiliate of Escrow Agent is an Acceptable Bank; (g) money market funds whose assets are solely invested in
obligations listed in (a) through (� above, including repurchase agreements secured by such obligations and prime commercial paper,
so long as the money maricet funds are rated in either of the two highest categories of any Rating Agency at the time of purchase,
including, without limitation, the JPMorgan Funds, or any other mutual fund for which the Escrow Agent or an affiliate of the Escrow
Agent serves as investment manager, administrator, shareholder servicing agent, andlor custodian or subcustodian, notwithstanding
that (1) the Escrow Agent or an affiliate of the Escrow Agent receives fees from such funds for services rendered, (2) the Escrow Agent
charges and collects fees for services rendered pursuant to the Lease or this Agreement, which fees are, separate from the fees
received from such funds and (3) services perfortned for such funds and pursuant to this Agreement may at times duplicate those
provided to such funds by the Escrow Agent or its affiliates; and (h) any other obligations approved in writing by Lessa. Unless
othervvise directed in writing by Lessee, the Escrow Agent shall invest the Equipment Acquisition Fund, including all income earnings,
as selected by the Lessee on schedule 1 hereto ("Schedule 1"1 upon the execution oT this Agreement. In the event that no elecdon is
made at the time of execution of this Agreement, Escrow Agent shall invest the Equipment Acquisition Fund in a Cash Compensation
Account to be held at JPMorgan Chase Bank, N. A. The Escrow Agent will provide compensation on balances in the applicable fund at
a rate of compensation that may vary Nom time to time based upon market conditions.
3.04 If any of the above-described Qualified Investments are no legal investments of Lessee, then Lessee shall immediately
notify Escrow Agent which of said Qualified Investments are not legal investments of Lessee, and shall provide Escrow Agent 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 from
the Equipment Acquisitlon Fund. Any income received on such investments shall be credited to the Equipment Acquisition Fund.
3.06 The Escrow Agent shall fumish a monthly statement listing all investments to Lessor and to Lessee. The Escrow Agent
shall not be responsible or liable for any loss suffered in connection with any investments of moneys made by it in accordance with this
Section.
3.07 Lessee hereby grants Lessor a security interest in the money and investments held by the Escrow Agent under this
,,,�,� Agreement as collateral securiry for the payment and perfoRnance of all of Lessee's obligations under the Lease, this Agreement and
any agreement, contract or instrument related to the Lease or this Agreement. Lessee represents and warrants to Lessor that the
money and investments held by the Escrow Agent under this Agreement are free and clear of any liens, security interests or
encumbrances other than the security interests created under this Agreement. Escrow Agent hereby acknowledges that it holds the
money and investrnents held by the Escrow Agent under this Agreement subject to such securiry interest created by Lessee as bailee
for Lessor, provided, that Escrow Agent's secunty interest in such money and investments as created under Section 4.03 hereof shall
be superior to Lessor's security interest therein.
Sectlon 4. Escrow Aaent's Authoritv: Indemnification.
4.01 The Escrow Agent may: act in reliance upon any writing, notice, certificate, instruction, instrument or signature which it, in
good faith, believes to be genuine; assume the validity and accuracy of any statement or assertion contained in such a writing, notice,
certificate, instruction or instrument; and assume that any person purparting to give any such writing, notice, certificate, instruction or
instrument i� connection with the provisions hereof has been duly authorized to do so. Except as expressly provided otherwise in this
Agreement, the Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form of, the manner of execution
of, or the validity, accuracy or authenticity of any writing, notice, certificate, instruction or instrument deposited with it, nor as to the
identity authority or right of any person executing the same. The Escrow Agent shall not be liable for any action taken, suffered or
omitted to be taken by it except to the extent that a final adjudication of a court of competent junsdiction determines that the Escrow
AgenYs gross negligence or willful misconduct was the primary cause of any loss to either Party. The Escrow AgenYs dutles hereunder
(including, without limitation, its duties as to the safekeeping, investment and disbursement of moneys in the Equipment Acquisition
Fund) shall be limited to those specifically provided herein.
4.02 As allowed by Law, Lessee and Lessor jointly and severally shall indemnify, defend and save harmless the Escrow Agent
from any and all claims, liabilities, losses, damages, fines, penalties and expenses (including out-of pocket and incidental expenses and
fees and expenses of in house or outside counsel) ("Losses") arising out of or in connection with (i) its execution and performance of
this Agreement, except to the extent and that such Losses are due to the gross negligence or willful misconduct of the Escrow Agent, or
(ii) its following any instructions or other directions from Lessee or the Lessor, except to the extent that its following any such instn�ction
or direction is expressly forbidden by the terms hereof. The provisions of this Section 4.02 shall survive the termination of this
Agreement and the resignation or removal of the Escrow Agent for any reason. The indemnifications set forth herein are intended to
and shall include the indemnification of all affected agents, directors, officers and employees of the Escrow Agent. In no event shall the
Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost
profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
�
4.03 Lessee and Lessor hereby grant Escrow Agent a first priority security interest in the money and investments held by the
Escrow Agent under this Agreement as collateral security for the costs and expenses of the foregoing of Section 4.02 and for any other
expenses, costs, fees or charges of any character or nature which may be incurred by the Escrow Agent (including reasonable
attomeys' fees and court costs) relating to any suit (interpleader or otherwise) or other dispute arising between Lessee and Lessor as to
W S_436 (Escrow Agreement-CEL-muni std 17J09) Page 3 of 9
.��.-. the coRect interpretation of the Lease, this Agreement or any instructions given to the Escrow Agent hereunder, with the right of the
Escrow Agent, regardless of the instructions aforesaid, to hold the said property untii and unless said expenses, costs, fees and
charges shall be fully paid.
4.04 If Lessee or Lessor disagree about the interpretabon of the Lease or this Agreement, about their rights and obligations
under the Lease or this Agreement, or about the propnety of any action contemplated by the Escrow Agent hereunder, then the Escrow
Agent may, but shall not be required to, file an appropriate civil action to resolve the disagreement. Lessee and Lessor shall pay all
costs, including reasonable attomeys' fees, in con�ection with such action. The Escrow Agent shall be fully protected in suspending all
or any part of its acGvities under this Agreement until a final judgment in such ac6on is received. Lessor and Lessee agree to pursue
any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same
4.05 The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and
protection with the opinion of such counsel. The Escrow Agent shall otherwise not be liable for any mistakes of facts or errors of
judgment, or for any acts or omissions of any kind unless caused by the Escrow AgenYs gross negligence or willful misconduct. No�e of
the provisions contained in this Agreement shall require the Escrow Agent to use or advance its own funds in the performance of any of
its duties or the exercise of any of its rights or powers hereunder.
Section 5. Chan�e of Escrow Aqen�
5.01 Upon agreement of the parties hereto, a national banking association or a state bank having capital (exclusive of
borrowed capita�j and surplus of at least $10,000,000.00, qualified as a depository of public funds, may be substituted to act as Escrow
Agent under this Agreement. Such substitution shall not be deemed to affect the rights or obligations of the parties hereto. Upon any
such subs�itution, the Escrow Agent agrees to assign to such substitute Escrow Agent all of its rights under this Agreement.
5.02 The Escrow Agent or any successor may at any time resign by giving mailed notice to Lessee and Lessor of its intention
to resign and of the proposed date of resignation, which shall be a date not less than thirty (30) days after such notice is deposited in
the United States mail with postage fully prepaid, unless an earlier resignation date and the appointment of a successor Escrow Agent
has been approved by Lessee and Lessor.
5.03 The Escrow Agent may appoint an agent to exercise any of the pawers, rights or remedies granted to the Escrow Agent
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, or with which it
may be consolidated, or to which it may sell or othenaise transfer all or substantially alI of its corporate trust assets and business to any
corporation, association or other entity resulting from any such conversion, sale, merger consolidation or other transfer to which it is a
party, i�so facto, shall be and become successor escrow agent hereunder, vested with all other matters as was its predecessor, without
the execution or filing of any instrument or any further act on the part of the parties hereto, notwithstanding anything 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 Agreement,
which shall be available for inspection by Lessee or Lessor, or the agent of either of them, at any time during regular business hours.
6.02 This Agreement shall be construed and govemed in accordance with the laws of the State of Texas without reference to
conflict of laws. Each Party irzevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds
and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the
jurisdiction of the courts located in the State of Texas.
6.03 Any provision of this Agreement found to be prohibited by law shall be ineffective only to the extent of such prohibition,
and shall not invalidate the remainder of this Agreement.
6.04 This Agreement shall be binding upon and inu�e to the benefit of the parties and their respective successors and assigns.
Specifically, the tem► "Lesso�' as used herein means any person or entity to whom Lessor has assigned its right to receive Rent
Payments under the Lease and any other payments due to Lessor hereunder from and after the date when a written notice of such
assignment is filed with the Escrow Agent.
6.05 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of
which shal� constitute but one and the same Agreement. A person who is not a Party to this Agreement shall have no right to enforce
any term of this Agreement.
6.06 This Agreement shall terminate upon disbursement by the Escrow Agent of all money held by it hereunder. All
signatures of the Parties to this Escrow Agreement may be transmitted by facsimile, and such facsimile will, for all purposes, be
,,,�, deemed to be the original signature of such Party whose signature it reproduces, and will be binding upon such Party.
Section 7. Securitv Procedures. In the event funds transfer instrvctions are given (other than in writing at the 6me of
execution of this Escrow Agreement), whether in wnting, by telecopier or otherwise, the Escrow Agent is authorized to seek
confirmation of such instruc5ons by telephone call-back to the person or persons designated on schedule 2 hereto ("Schedule 2"), and
WS_438 (Esaow AgreemeM-CEL-muni std 12/09) Page 4 of 9
°"'°" the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer
instruction shall be executed by an authorized signatory, a list of such authonzed signatories is set forth on Schedule 2. The
undersigned is authorized to certify that the signatories on Schedule 2 are authorized signatories. The persons and telephone numbers
for callbacks may be changed only in a writing actually received and acknowledged by the Escrow Agent. The Escrow Agent and the
beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the
Lessee or Lessor to identify (i) the beneficiary, (ii) the beneficiary's bank, or (iii) an intertnediary bank. The Escrow Agent may apply
any of the escrowed funds for any payment order it executes using any such identifying number, even where its use may result in a
person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary
bank designated. The parties to this Escrow Agreement acknowledge that these security procedures are commercially reasonable.
Section 8. Escrow Aaent Fees. S2,250.00 ("Acceptance Fee"). As compensaHon for Esc�ow Agent's services hereunder,
Lessee agrees to pay Escrow Agent the above Acceptance Fee; orovided. that Escrow Agent will reduce the Acceptance Fee to $750
so long as the Qualified Investment for the Lessor's Deposit shall be an eligible deposit of any bank affiliate of the Escrow Agent and/or
any JPMorgan Fund. If the Acceptance Fee is payable by Lessee, then Lessee authorizes Escrow Agent either to deduct said
Acceptance Fee from the interest and earnings othervvise payable to Lessee under this Agreement or to bill and collect said
Acceptance Fee at the Funding Expiration Date. In addition, Lessee agrees to reimburse Escrow Agent for its reasonable out-of-pocket
costs and expenses and any extraordinary fees and expenses for 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 Agent hereunder.
Section 9. Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this
Agreement shall be given to the party at the address below or any address as the Party may provide to the other Parties hereto in
writing from time to time. Notices shall be in writing and be given in person, by facsimile transmission, courier delivery service or by
mail, and shall become effective (a) o� delivery if given in person, (b) on the date of delivery if sent by facsimile or by courier delivery
service, or (c) three business days after being deposited in the mail, with proper postage prepaid for first�lass registered or certified
mail, return receipt requested.
Notices shall be addressed as follows:
(i) if to the Lessee:
CITY OF WYLIE, TEXAS
200 Highway 78 North
"°"`"° Wylie, TX 75098
Attention: Ms. Linda (Vaughan) Bantz. CGFO
Fax Number: 972.442.8136
Email: Linda.Bantz@wylietexas.gov
(ii) if to the Lessor :
CHASE EQUIPMENT FINANCE, INC.
1111 Polaris Parkway, Suite A-3
Columbus, Ohio 43240
Attention: Escrow Specialist
Fax Number. 866-276-4068
(iii) if to the Escrow Agent:
JPMorgan Chase Bank, N. A.
420 W. Van Buren, Mail Code IL1-0113
Chicago. IL 60606
Attention: Client 5ervice Manager, Escrow Services
Fax Number: 312/954-0430
Notwithstanding the above, in the case of communications delivered to the Escrow Agent pursuant to (a), (b) and (c) of this Section,
such communica6ons shall be deemed to have been given on the date received by an officer of the Escrow Agent or any employee of
the Escrow Agent who reports directly to any such officer at the above-referenced office. In the event that the Escrow Agent, in its sole
discretion, shall determine that an emergency exists, the Escrow Agent may use such other means of communication as the Escrow
Agent deems appropriate. "Business Day" shall mean any day other than a 5aturday, Sunday or any other day on which the Escrow
Agent located at the notice address set fo►th above is authonzed or required by law or executive order to remain closed.
Sectlon 10. Force Maleure. Notwithstanding any other provision of this Agreement, the Escrow Agent shall not be obligated
to perform any obligation hereunder and shall not incur any liabiliry for the nonperformance or breach of any obligation hereunder to the
extent that the Escrow Agent is delayed in performing, unable to pertorm or breaches such obligatlon because of acts of God, war,
terrorism, fire, Floods, strikes, electrical outages, equipment or transmission failures, or other causes reasonably beyond its control.
� Section 11. ���_t;�±v�: - t:->;xf:> r"+E..-02.t :�=-1�-rr:.N�t :,; t, 1�1F�+k+a ` ` . ' <l:k ?�'F-�Uf�'� it�:_rtilti-`(- ��:�{�Pt
�€tS�ET€€�IPU�F�-��3�iv-.'€Fi--c .,�_=LN�F-+14�• .'.. � �E=�f�a.i;�-�� : :•� A�Y-.:A�FT€=(? b1
-+�a1�i1�+7�1-���-�A�-a-,1-;ti+�i �-„�;C,�'�,:15}�.i�:�. ...�.._:.l�1=7�-r�:�.�.. I�_:_',p�_y......_: F :: ?..1
WS_436 (Esaow AgreemenbCEL-munf std 12109) Page 5 of 9
�
Section 12. Miscellaneous.
12.01 Patriot Act Disclosure. Section 326 of the Uniting and Strengthening America by Providing Appropnate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 ("USA PATRIOT Act") requires the Escrow Agent to implement reasonable
procedures to verify the identity of any person that opens a new account with it. Accordingly, the other Parties acknowledge that
Section 326 of the USA PATRIOT Act and the Escrow Agent's identity verification procedures require the Escrow Agent to obtain
infortnation which may be used to confirm the other Parties identity including without limitation name, address and organizadonal
documents ("identifying information"). The other Parties agree to provide the Escrow Agent with and consent to the Escrow Agent
obtaining from third parties any such identifying information required as a condition of opening an account with or using any seroice
provided by the Escrow Agent.
12.02 Taxpayer ldenUfleation Numbers ("TINa"). The other Parties have provided the Escrow Agent with their respective
fully executed Intemal Revenue Service ("IRS") Form W-8, or W-9 and/or other required documentation. The other Parties each
represent that its correct TIN assigned by the IRS, or any other taxing authority, is set forth in the delivered forms.
12.03 Tax Reporting. All interest or other income eamed under the Escrow Agreement shall be allocated to the Lessee and
reported, as and to the extent required by law, by the Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or
1042S (or other appropnate form) as income eamed from the Escrow by the Lessee whether or not said income has been distributed
during such year. Any other tax retums required to be filed will be prepared and filed by the Lessee and/or Lessor with the IRS and any
other taxing authority as required by law, inctuding but not limited to any applicabla reporting or withholding pursuant to the Foreign
Investment in Real Property Tax Act ("FIRPTA"). Lessee and Lessor acknowledge and agree that Escrow Agent shall have no
responsibility for the preparation and/or filing of any tax return or any applicable FIRPTA reporting or withholding with respect to the
Escrow Deposit or any income eamed by the Escrow Deposit. Lessee and Lessor further acknowledge and agree that any taxes
payable from the income eamed on the investment of any sums held in the Escrow Deposit shall be paid by Lessee. In the absence of
written direction from the Lessee and Lessor, all proceeds of the Equipment Acquisition Fund shall be retained in the Equipment
Acqu�isition Fund and reinvested from time to time by the Escrow Agent as provided in this Agreement. Escrow Agent shall withhold
any taxes it deems appropriate, including but not limited to �equired withholding in the absence of proper tax documentation, and shall
remit such taxes to the appropriate authorities.
(fhe next page is the signature page.]
W S_4;j6 (Escrow Agreement-CEL-muni std 12/09) Page 8 of 9
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
JPMoroan Chaae Bank. N.A., as escrow agent
("Escrow Agent")
By: _
Title:
CHASE E�UIPMENT FINANCE. INC.
("Lesso�')
By: _
Title:
CITY' OF VYYLIE. TEXAS
("Lessee")
By: _
Title:
Attachmenis: Schedule 1 (Investment Authorization)
Schedule 2(Name/telephone # of call-back person(s) designated by Section 7 above)
�
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WS_436 (EscrowAgreemenFCEL-muni std 12/09) Page 7 019
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Schedule 1
Inveshnent Authorization
[CITY OF WYLIE, TEXAS Lease #1000134446]
investment: SELECT INVESTMENT BELOW
[] Cash Compensadon Account with JPMorgan Chase Bank, N.A.;
[] A money market mutuai fund, including without limitation the JPMorgan Fund or any other mutual fund for
which the Escrow Agent or any affiliate of the Escrow Agent serves as investment manager, administrator, shareholder
servicing agent and/or custodian or sub-custodian, notwithstanding that (i) the Escrow Agent or an affiliate of the Escrow
Agent receives fees from such funds for services rendered, (ii) the Escrow Agent charges and collecis fees for services
rendered pursuant to this Escrow Agreement, which fees are separate from the fees received from such funds, and (iii)
services performed for such funds and pursuant to this Escrow Agreeme�t may at times duplicate those provided to such
funds by the Escrow Agent or its affiliates.
Cher.k One (if the money market mutual fund option is selected above):
JPMorgan Prime Money Market Fund Morgan Shares (283)
JPMorgan U.S. Govemment Money Market Fund Morgan Shares (3916)
JPMorgan U.S. Treasury Plus Money Market Fund Morgan Shares (3919)
JPMorgan Federal Money Market Fund Morgan Shares (353)
JPMo�gan 100°/a U.S. Treasury Money Market Fund Morgan Shares (677)
_ JPMorgan Tax Free Money Market Fund Morgan Shares (2)
Notes:
t) An investment in any of the above investment options is subject to the availability of such money ma�lcet mutual fund as
determined at the discretion of JPMorgan Asset Management. If the selected investment is not available at the present time
'"""""" you will be contacted by a JPMorgan representative.
2) Each investment instrument above has a rating not lower than the hghest rating category from both Standard 8� Poor's and
Moody's.
SHAi2EHOLDER SERVICES FEES: Customer acknowledges that the Fund is authorized to make payments from its management fee
or any other source available to parties such as banks or broker-dealers ("Service Organizations") that provide shareholder support
services to the Fund and that Service Organizations currently are compensated at a rate of up to the Maximum Rate of .50% annually
of the average net assets of each Fund with respect to which they provide or have provided shareholder support services. Customer
further acknowledges that JPMorgan is a Service Organization and is paid, and hereby consents to such payment, by the Fund up to
the Maximum Rate annually of the average daily balance of the Account invested in the Fund for shareholder support services rendered
to tha Fund by JPMorgan, which services may include, without limitation, answering clienYs inquiries regarding the Fund, assistance to
clients in changing dividend options, account designations and addresses, processing purchase and redemption transactions, providing
periodic statements showing a clienYs account balance and the integration of such statement with other transactions, arranging for
JPMprgan wires, and providing such other information and services as the Fund's distributor or Customer reasonably may request.
Customer further acknowledges that the Fund may purchase securities from or through JPMorgan or its affiliates, may engage in
repurchase transactions with JPMorgan or its a�liates, may place funds on deposit in accounts with JPMorgan or its affiliates and
receive interest income thereon and may obtain other services from JPMorgan for which JPMorgan is paid a fee.
�
WS 436 (Escrow Agreement-CEL-muni std 12/09) Page 8 of 9
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Schedule 2
Teleohone Number(sl and Sianaturefsl for
Personlsl Desicnated to Give Funds Transter Instroctions
If to Lessor.
Name Teleohone Number Sianature
1. _ (Standing Signature on File)
2. _ (Standing Signature on File)
3. _ (Standing Signature on File)
Teleohone Number(sl for Call-Backs and
Person(sl Desianated to Confirm Funds Transfer Instructions
If to Lessor:
Name Tele�hone Number
1. L.arry E. 5pencer (614) 213-7177
`�` 2. 1'imothy L. Ellerbrock (614) 213-7645
3. Aric Cambum (614) 213-1932
4. Mlary Heubach (614) 213-1557
5. l.ory R. King (614) 213-1146
6. Nate J. Ruhe (614-213-3859)
All funds transfer instructions must include the signature of the person(s) authorizing said funds transfer and must not be the same
persan confirming said transfer.
�
WS_436 (Esaow Agreement-CEL-muN std 12/09) Page 9 of 9