1993-02287-Resolution No. 92-099 Recorded 1/21/1993REVIL
93-02287
CORWORATE RESOLUTION TO LEASE
_1EJ6J
RESOLUTION NO. 92-099
_n _A4"
RESOLVED, that DESCHMS QDUN1Y anoregon municipal corporation,
lease from FIRST INTERSTATE BANK OF OREGON, N.A., hereinafter referred to as
"Lessor", such items of personal property shown on the form of lease marked Exhibit "A" and
attached hereto and made a part hereof, upon the terms and conditions set forth therein.
RESOLVED FURTHER, that Tom Throop
(name)
the Commissioner or Nancy Pope Schlangen
e
(title) (name)
Commissioner acting together with Dick Maudlin Chairman
(title) (name) (title)
of this corporation be, and they hereby are, authorized, directed and empowered, in the name
of this corporation, to execute such lease.
RESOLVED FURTHER, that the authorized officers be, and they hereby are, authorized,
directed and empowered, in the name of this corporation, to do or- cause to be done all such
further acts and things as they shall deem necessary, advisable, convenient, or proper in
connection with the execution and delivery of any such lease and in connection with or
incidental to the carrying of the same into effect, including, without limitation on the scope
of the foregoing, the execution acknowledgement, and delivery of any and all instruments and
documents which may reasonably be required by Lessor under or in connection with any such
lease.
RESOLVED FURTHER, the obligation under such lease is hereby designated as a "qualified
tax-exempt obligation" pursuant to section 265(b)(3) of the Internal Revenue Code of 1986.
1,
Dick Maudlin Chairman of
(name) (title)
DE-SCHMS CDLJNIY , a municipal corporation organized under the
laws in the State of .0regron do hereby certify that the foregoing is a full, true and correct
copy of resolutions of the Board of Directors of the said corporation, duly and regularly passed
and adopted at a meeting of the Board of Directors of said corporation which was duly and
regularly called and held in all respects as required by law at the office thereof on the 16th
day of December � 19 92 , at which meeting a majority of the Board of Directors of
said corporation was present and voted in favor of the said resolution.
I further certify that said resolutions are still in full force and effect and have not been amended
or revoked and that the specimen signatures appearing below are the signatures of the officers
authorized to sign for this corporation by virtue of the said resolutions.
IN WITNESS WHEREOF, I have hereunto set my and as snchr Chairman
the said corporation, this day of 46,&e - 19 0 �
By w 474
D Cl�
T C�kUIDL It
Chairman
(Title)
DESCHLTIES QDUNIY
A Municipal Corporation
(11/92)
xe4 Signatures:
ROO., Comm's
).? i - I I
-0 SPHL_AN(�EN,
of
st i
r
4993
EXHIBIT "A"
Fial 'First InterstateBank LEASE -PURCHASE CONTRACT 010240-0556
THIS LEASE -PURCHASE CONTRACT (the "Contract") is entered into by the parties named below on the date set forth below:
The lessor/vendor is:
FIRST INTERSTATE BANK OF OREGON, N. A.
Investment Division. T-15
P.O. Box 3780
Portland. CR 97208-3730
(the "Bank")
The lessee/purchaser is:
Deschutes CoLmt,
Administration 13uilding
1164 NW Bond Street
Bend. OR 97701
(the "Municipality")
The date of this Contract is: December 16, 1992
SECTION 1. LEASE -PURCHASE.
(a) Subject to the terms and conditions set for' th below and for and In consideraticri of the Lease -Purchase Payments and the
covenants and agreements set forth in this Contract, the Bank hereby leases to the Municipality, and the Municipality hereby hires and leases
from the Bank, the items of personal property described in Exhibit A attached hereto (the "Equipment").
(b) In connection with and in consideration of the foregoing lease of the Equipment, the Bank does further grant unto the
Municipality an option to purchase the Equipment, such option to be exercisable at the price, in the manner and on the terms and conditions
set forth in Section 17 of this Contract.
SECTION 2. TERM OF LEASE, The term of the lease of the Equipment shall commence on the Commencement Date set forth
below and shall expire on the Expiration Date set forth below unless sooner terminated as provided in Sections 6 or 19 of this Contract:
Commencement Date:
1 0010-riplim
Exoiration Date:
SECTION 3. LEASE -PURCHASE PAYMENTS * Subject to the limitations set forth below, the Municipality hereby agrees to pay to
the Bank the Lease- hase Payments set forth in Exhibit 8 attached hereto and by this reference made a part of this Contract, which
Lease -Purchase Payments shall consist of principal (the "Principal Installments") plus interest on the unpaid Principal Installments at the
Interest Rate described in Section 4 of this Contract (the "Interest Installments") and which Lease -Purchase Payments shall be payable in the
amounts and on the dates set forth in Exhibit 8 (each an "Installment Payment Date").
SECTION 4. INTEREST RATE.
(a) The unpaid Principal Installments shall bear interest at the rate per annum set forth below (the "Base Rate"), subject to
adjustment from time to time as provided in the following Sections 4(b), 4(c) and 4(d) (said Base Rate as adjusted from time to time pursuant
to Sections 4(b), 4(c) and 4(d) of this Contract shall be called the "Interest Rate").
The Base Rate per annum is: Six and Fi f ty Orie—Hundredths percent( 6.50______!*/.).
(b) The Base Rate is calculated using tax assumptions based on the Tax Reform Act of 1986 to produce the Bank's fully
taxable equivalent yield on *the Principal Installments provided for under this Contract. The Bank's fully taxable equivaient yield on Principal
Installments under this Contract is 9.53 0
% per annurn (the "Fully Taxable Equivalent Yield"). Federal legislation may be
considered in the future, which may revise key variables empicyed by the Bank in the calculation of the Base Rate in order to produce ths
Fully Taxable Equivalent Yie!d. In the event there is any amendment (an "Amendment') to the Internal Revenue Code of 1986, as amended
(the "Code"), which (a) changes the Bank's Federal Tax Rate, or (b) otherwise causes the Bank's Fully Taxable Equivalent Yield to be
affected (increased or decreased), then the Interest Rate under this Contract shall be changed (increased or decreased) to obtain the Fully
Taxable Equivalent Yield on the Principal Installments provided for under this Contract.
As used herein, the term "Federal Tax Rate" shall mean the highest then existing federal income tax rate to which the Bank
may be subject under the Code.
An such changes in Interest Rate shall be determined in such reasonable manner as shall be selected by the Bank in order to
maintain its Fully �axable Equivalent Yield.
0 0 0 5EIT
a ,
As of the end of the Bank's tax year in which any such Amendment becomes applicable. and within 90 days therea er, the
BaMk shall deliver to the Municipality its written notice of the interest Rate as adjusted pursuant to this Section 4(b) and a revised Exhibit B
setting forth the Lease -Purchase Payments !equired under this Contract based on the Interest Rate as so adjusted, together with such
supporting financial statements and calculations as the Municipality shall reasonably request, and such adjusted Interest Rate shall be
applicable to all Principal Installments which remain outstandin as of the firs' day of the Bank's tax year (or part thereof) in which such
Amendment takes effZ, uniess or until a further adjustment s &I again be retquired pursuant to this Section.
(c) If the Municipality has designated its obligation under this Contract as a qualified tax-exempt obligation pursuant to
Section 265 (b) (3) of the Code, then the Base Rate is calculated based on the Bank's ability to deduct that portion of the interest expense
ailocable to the Interest Installments. In the event the Municipality's obligation under this Contract loses its status as a qualified tax-exempt
obligation as a result of the Interest Installments provided for in this Contract becoming includable for federal tax purposes in the gross
income of the Bank, then the terms of the following Section 4(d) shall apply. In the event the obligation under the Contract loses its status as
2, ouaiif.ed tax-exemP, sbligation for any other reason, then the Interest Rate under this Contract shall be increased to obtain the Fully
i axacie couivaient Yield on *he Prirc;oal Insta:lrnenz provided - r under this Contract. In addition, the Municipality s1hall reimburse the Bank
's 10
for any costs incurred by Bank, inc!uding interest assessments or penalties imposed by a taxing authority, resuiting from the loss of the
qualified tax-exempt status of the obligation under the Contract".
(d) In addition to any adjustments that may be required pursuant to the preceding Section 4(b), in the event the Interest In-
stallments provided for in this Contract become includable for federal income tax purposes in the gross income of the Bank, then from and
after the date upon which the Interest Installments first become so includable in gross income, the outstanding Principal Installments provided
for under this Contract shall bear interest at the Fully Taxable Equivalent Rate of 7.445 - % per year (the "Fully Taxable
Equivalent Rate"). Interest at the Fully Taxable Equivalent Rate shall be computed on the basis of a 365- or 366 -day year, as applicable, and
the actual number of days elapsed.
(e) Notwithstanding anything expressed or implied in this Contract to the contrary, at no time shall the outstanding Principal
Installments bear interest a� arate in excess of the maximum rate permitted by law.
SECTION 5. C!_AW FOR TAX-EXEMPT STATUS UNDER ORS 307.112,
(a) It is hereby acknowledged and agreed by the Municipality and the Bank that the Lease -Purchase �ayments payable
-inder this Ccntra(::t hava been negotiated and established to reflect the savings resu!tinc from the exemption of the Equipment from property
taxes �nder the laws of the State of Oregon.
(b) The Municipality hereby agrees to file a claim for exemption with respect to the Equipment pursuant to ORS 307.112, as
amended. In the event the Municipaltiy fails to duly file such a claim for exemption, or in the event the Equipment fails to qualify for such
exemption, or in the event such exemption is lost due to a change in use of the Equipment, the Municipality agrees to pay or to reimburse the
Bank (together with interest thereon at the then applicable Interest Rate), promptly upon demand, any and all property taxes owing with
respect to the Equipment under the laws of the State of Oregon resulting from the failure of the Equipment to be or remain exempt from such
taxes.
(c) The Municipality agrees to pay, or to reimburse the Bank (together with interest thereon at the then applicable Interest
Rate), promptly upon demand, any and all property taxes owing with respect to the Equipment under the laws of the State of Oregon as a
result of the loss of such tax-exempt status due to the termination or expiration of this Contract before July 1 of any year.
SECTION 6. ANNUAL APPROPRIATIONS: TERMINATION OF CONTRACT.
(a) It i� e:Tfroerssly understood and agreed by the Bank that the Municipality's obligation to pay any Principal Installment or
Interest Installment orovid e under this Contract shall be subject to the due appropriation by theMunicipality, in accordance with its
�udqeting process, of funds sufficient to pay such installments at the times and in the amounts provided in this Contract; provided that, once
Tunas have been so appropriated with respect to any particular Principal Installments or Interest Installments, the Municipality's obligation to
pay such installments shall be and remain absolute and unconditional. The Municipaiity represents and warrants that it intends to take such
action as may be necessary or advisable to appropriate sufficient funds to pay when due all Lease -Purchase Payments provided for
�ereunder. The Municipality covenants and agrees that it will immediately notify the Bank in writing in the event the Municipality, for any
reason, fails to appropriate funds sufficient to pay any Lease -Purchase Payments provided for under this Contract, which notice shall specify
the Principal Installments and Interest Installments for which funds have not been or will not be duly appropriated.
(b) This Contract shall automatically terminate in the event the Munic' i pality, for any reason, faiis to acorc-Criate suffflc�ent
n d -c7 u on
s . pay whsn due and in full any Principal Installment or Interest Installment, any s ch iermination to be eff ective the last Installment
Pavment Date on which a Principal Installment and/or Interest Installment is due and for full payment of which the Municipality has duly
aol5rooriated sufficient funds. Upon any such termination, the Municipality shall promptly surrender the Equipment to the Bank as provided ir
Seclicr, ', 2 of this Contract.
SECTION 7. INSPECTION OF EQUIPMENT BY MUNICIPALITY. The Municipality shall inspect the Equipment within 48 hours
after receipt thereof. Unless the Municipality within that period of time gives written notice to the Bank specifying any defect in or other proper
cbiec*icn to the Equipment, the Municipality agreez that it shall be conclusively presurned. as I-etween the Bank =end the Municipality. that the
E m
Nlunic;pality has fully inspected and ackno�vledged that the quip ent is in good condivion and repair, and that the MuniciPaiity is satisfied
with and has accepted the Equipment in such condition and repair.
SECTION 8. INSPECTION BY BANK AND -SUPPLIER. The Bank shall, at any reasonable *time, have the richt to enter into and
upon the premises where the Equilornarit may ce located ior the purpose of inspecting -zhe same or observing its use.
SECTION 9. ALTERATIONS. The Municipality shall have the right to make alterations, additions or improvements to the Equipment,
so long as 'the value of the Equipment is not reduced thereby. All additions and improvements of whatsoever kind or nature made to the
Equipment shall immediately become the property of the Bank and subject to the terms of this Contract.
SECTION 10. MALUTENANCE AND REPAIR.- The Municipality, at its own cost and expense, shall keep the Equipment in good
repair, condition and working order and shall furnish any and all parts, mechanisms and devices required to keep the Equipment in good
mechanical and working order.
—2—
SECTION 11. LOSS AND DAMAGE. The Municipaltiy assumes and shall bear the entire risk of loss and damage to the Equipment
iall impair any obligation of the iMunic;oalitv
.rcm any and every cause whatsoever. No !css or damace to the Ec;uipment or any part of ;t si
under this Contraci which shall continue in full force and -effect.
In the event of loss or damage of any kind whatever to the Equipment, or any part thereof, the Municipality, at the Bank's
option, shall either: 40
(a) Place the same in good repair, condition and working order; or W_I6.00-00r. U"_3
(b) Replace the same with like property in good repair, condition and working order; or
(c) Pay the Bank therefor in cash the "Stipulated Loss Value" as set forth below. Upon such payment this Contract shall
terminate with respect. to the Equipment or part thereof so paid for and the Municipality thereupon shall become entitled to such Equipment.
A
As usedherain, 'he phrase "St�culated ::ss Va!ue' --hai! -nean the unpaid �'r;nc:cai Instailiments pius ac--,-,.gd and ur==.id
interest *herecril at the *hen applicable InteresT . RaTa to the date of payment',c n`ie Bank.
SECTION 12. SURPENDER OF EQUIPMENT. Uoon the expiration or earlier termination of this Contract, the Municipality shall
return the Equipment to the Bank free and clear oi all I M ens'and encumbrances and in good repair, condition and working order, ordinary wear
and tear resulting from proper use thereof alone excepted. In the event the Equipment is not in good repair, condition or working order, the
iMunic;paiity at its own cost and expense shall, by the'expiration or earlier termination of this Contract, restore the Equipment to good repair,
condition and working order. Surrender of the Equipment may be accomplished in the following manner as may be specified by the Sank:
(a) By delivering the Equipment at the Municipality's expense to such placs as th ' 9 eank Sha!l SPPC:fy'Nithin he Ccurty in
which the same was delivered to the Municipality or to which the same was moved with the written consent of the Bank, or
(b) By loading the Equipment at the Munic; ' pality's cost and expense cr '--carc suc� carriGr a3z Bank S"rall s.pec;.fy a1_1c
shipping the same, freight collect, to the destination designated by -,he Bank.
SECTICN 13. ll`ISURAi',ICE. The Munic; ' ppaiity, :-:t!ts own excer.se, shallins�:re te ui ' crnsntfOr itUc.11 111slKs al7d ;r zu& nmcunts as tha
Sank shail require with carriers acceptable to the Bank, shall maintal n a loss payable endorsement in iavor of the SanK affor(iing to the Bank such
addit;cnal protec-.icn as the Bank shall require, and shail maintain . bility!rsuranca satislactcry to 'he 3ank- Al! sic7. :nsuranca �zhafl name the
Bank as insured, and the policies shall provide that they may not be cancelled or altered without at leas-, 20 days'Prior written notice ta the Sank
and the loss payable endorsement shall provide that alf amounts payable by reason of loss or damace to the Equilornent shall be payable only to
'�e Bank. The Municipality shall deliver to the Bank evidence satisfactory to the Bank of all such inslirance. If loss or damage occurs, insurance
proceeds will be paid to the Bank and applied as directed by the Bank in accordance with Section 11 of this Contract.
SECTION 14. MUNICIPALITY'S FAILURE TO MAINTAIN INSURANCE. Should the Municipality fail to maintain insurance as herein
provided, then the Bank shall have the right, after cemand upon the Municipality, and without releasing the Municipality from any obligation
hereunder, to eff ac. -he same, and 'c cav and whatever amounts in its absolute discretion it may ceern necessary therefor. All sums so
paid or expended by the Bank shall be idded to and become a part of the Principal Installments due and payable by the Municipality and shall
bear interest at the then applicable Interest Rate.
SECTION 15. WARRANTIES- The Municipality acknowledges thatthe Eq ' uipment is of a size. design, capacity and manufacture selected
by "he Muni6 ' oalitv. THE BANK IS NOT A MANUFACTURER OF THE EQUIPMENT OR A DEALER IN SIMILAR EQUIPMENT AND HAS
NOT MADE AND DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR COVENANT, WITH RESPECT TO THE CONDITION,
QUALITY, DURABILITY, SUITABILITY OR MERCHANTABILITY OF THE EQUIPMENT IN ANY RESPECT, OR ANY OTHER
REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED. THE MUNICIPALITY ACCEPT9 THE EQUIPMENT -AS
IS." The Bank will. however, take any st eos reasonably within its powerto make available to the Municipality any manufacturer's or similar warranty
applicable to the Ecuipment. The Bank shall not be liable to the Municipality for any liability, loss or damage caused or alleged to be caused directly
or indirectly by the Equipment by any inadequacy thereof or deficiency or defect therein or by any incident whatsoever in connection therewith.
SECTION 16. INDEMNITY. The Municipality shall indemnify the Bank against, and hoid the Bank harmless from, any and all claims,
actions, suits, proceedings, costs. expenses, damaces and liabilities, including attorneys'fees attriai and on.appeal, arising Out OT, cconnecadi with
r esuiting from :�,e Equipment, inc;uding without �:Imitaticn :-e manufac-ure, selection, deiivery, possession, use, operation or return thereof.
SECTION 17. MUNICIPALITY'S PURCHASE CP�`CN. The Bank hereby grants unto the Municipality the option to purchase the
=.qu�pmani, sa::c::pJcn to --a s,�arcisac!e at the 'imqs. 'n *!�e manner and -*cr rhe.orice se-1.fcr:h In 'his Section I -. The Municipality may exercise
such purchase c,otion at any lirne prior -1C 7h@ =xpi. a::cnor -arrnination of this Contract by giving nct!ess than 30 days'written notice '8 the Bank
of the exercise oi such option, which notice shall specify the date upon which the EquipmeKt snail be purchased (which date shall not be later than
the Ex ' oirati�n Date sPec;fied in Section 2 hereof). The purchase prica of the Equipment shall be an amount equal to (i) all unpaid P.incipal
Installments; plus (ii) accrued and unpaid interest thereon at the then applicable Interest Rate to the date of purchase; plus (iii) either: (A) in the
event such purchase option is exercised prior to the Expiration Date specified in Section 2 hereof, the amount of _% of all unpaid
Principal Installments, or (B) in the event such purchase option is exerc�sed at +he*end of the !ease term, the amount of $ I - 00 .—.
Upon the payment of such purchase price, the Bank shall deliver to the Municipality a bill of sale (or certificate of title, if applicable) conveying title
to the Equipment to the Municipality, subject to such liens, encumbrances and charges as may have come into existence during the term of this
Contract (otherthan any lien, encumbrances or charges resulting from any affirmative act of the Bank). THE PURCHASE OF THE EQUIPMENT
- , A TED
SY Tl -'E IM U IN! C: FAL! 7' SH ALL S 2 ",! S ISS WAR P A N I :i OF P, NY K:N C M 7;-,. ;j\! CI -L:, XI C- a 1 7 NC)T li IM 1 1
TO ANY WARRANTIES OF MERCHAN TABILITY OR FITNESS FOR A PARTICULAR FURPOSE.
SECTION 18. OTHER CONVENANTS OF MUNICIFALITY. The Municipaiity covenants and agrees as foilows:
(a) The Equipment will at all times be kept within the jurisdictional limits of the Municipality and will not be removed therefrom
without the prior written consent of the Bank.
(b) The Equipment will at all times be used solely and exclusively by the Municipality for its governmental purposes. The
Municipality will not allow the Equipment to be used by any person other than a governmental unit, regardless of whether such use is pursuant
to a formal or informal arrangement.
* See
-3-
I (c) The Municipality shall, promptly upon the request of the Bank, take any and all actions necessary or desirable to preserve
an8 ' protect -the rights and interests of the Bank underthis Contract and in and tothe Equipment, including but not limited to the execution and filing
ot Uniforni Commerc�ai Code financing statements and the labeling of the Equipment so as to give notice oi the Bank's interest therein.
(d) The Municipality will prorpptly upon the request of the Bank, take any and all actions necessary or desirable in orderto insure
that the Interest Installments shall be and �emain excludable for lederal income tax purposes from the cross income of the hc1derof this Contract,
including but not limited to providing information and filing any reports required to be filed with the Infernal Revenue Service.
SECTION 19. DEFAULT. The occurrence of any of the following events shall constitute a default hereunde -4 sr%q�g-t-
(a) The nonpayment by the Municipality for a period of ten days of any sum provided for under this Contract; or
r4a, (b) The default by the Mun ici� ality under any other term, covenant or condition of tis Contract which is not cured within
Iti-1—t7 .=%/s afts, nctice the-acf from the Bank or
( c) 7he fiiing of a cer;tion in bankructcv bv 'he Municicaiity under the Federal Bankruptcy Code or any similar act which may
hereafter be enacted; or the comm6ncement by the Mu�ici�pality of proceedings under any insolvency'or similar law; or an assignment by the
Municipality for the benef it of its creditors.
Uponthe happeningof anyof the above events, the Bankmay, in itsdiscretion and without notice to or demand uponthe Municipality:
(i) Take possession of the Equipment and lease the same or any portion thereof, for such period, rental and to such persons
as the Bank shall elect and apfl4the proceeds of any such renting, after deducting all costs and expenses incurred in connection with the recovery,
re , pair, storage and renting o t a Equipment, in payment of the obligations due from the Municipality to the Bank under the Contract, with the
Municipality remaining responsible for any a I enciency; or
(ii) Take possession of the Equipment and sail the same or any portion thereof at Public or private sale and without demand
or notice of intention to sell, and apply the proceeds of any such sale, after deducting all costs and exoenses incurred in connection with the
-accvery, repair, storage and sale of the Equipment, to the balance of the obligations due under the Contract from the Municipality to the
Bank, with the Municipality remaining responsible for any deficiency; or
(iii) Pursue any ctherremedy available at law or in equity.
All remedies, either under this Contract or by law, or otherwise afforded to the Bank, shall be cumulative and not aiternate.
SECTION 20. EFFECT OF WAIVER. No delay or omission to exercise any right, power or remedy accruing to the Bank upon any
breach or default by the Municipality under this Contract shall impair any such right, power or remedy of the Bank nor shall it be construed to
be a waiver of any such breach or default or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall
any waiver of any single breach or default be deemed a waiver of any other breach or default previously or thereafter occurring. Any waiver,
permit, consent or approval of any kind or character on the part of the Bank of any breach or default under this Contract, or any waiver on the
part of the Bank of any provision or condition of this Contract, must be in writing signed by the Bank and shall be effective only to the extent
specifically set forth in such writing.
SECTION 21. ATTORNEYS' FEES, In the event of suit or action under this Contract, the prevailing party shall be entitled to recover
at trial or on appeal such sum as the court may adjudge reasonable as the prevailing pany's attorneys' fees incurred therein, in addition to
statutory costs and necessary disbursements.
SECTION 22. OWNERSHIP. The Equipment is and shall at all times be and remain the sole and exclusive property of the Bank, and
the Municipality shall �_ave no right, iitle or interest in or to the Equipment except as expressly set forth in this Contract.
SECTION 23. NOTICES. Any notices permitted or required to be given hereunder or in connection herewith shall be in writing and
mailed, first-class mail, postage prepaid, to the Bank or the Munic�paiity (as appropriate) at their respective addresses first set forlh above or
at such other addresses as may be subsequently specified in writing.
SECTION 24. FINANCING LEASE. Itisex ' pressly understood and agreed that this Contract is intended to be, and for ail purposes
shall be interpreted a construed as, a financing lease and not a true lease.
SECTION 25. GOVERNING LAW. This Contract shall be governed by and construed in acoordance with -he laws of the State of
Oregon.
SECTION 26. AMENDMENTS. This Contract may not be amended, modified or supplemented by any action, course of conduct or
dealings, or inaction or acquiescence on the part of either or both parties hereto, but may only be amended, modified or supplemented by
means of a writing duly executed and delivered by the Bank and the Municipality.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have executed and delivered this
Contract as of the date first set forth above.
THE MUNICIPALI� Approved as to form:
DESa=s,A;c=
INA11613F MUNI:��� ArTPRNEY FOR THE mumcipAure
By RI'�HARD L. ISHAM, Legal Counsel
.. Its i sio*�TOM THRqPP FIRST INTERSTATE BANK OF OREGON, N. A.
17�r
Al 1�
1 b
1�_Y- � C f, ,
By By
CumissiB�r TANCY POPE SCHLANTEN Municipal Leasing Officer
Its — its
,-'/' I,/ < 1—k-1 ,,7,,-7 k
Its
—4—
0 -1- 21 0 - 0 LI: A. 6 0
AMENDME
-ease-Purchase Contrac-. ("Contract") dated !2/151'92 between DESCHUTES
COUNTY ("_Munic, 'it, "' I FTiRST 11',TTERSTA—,,E BA_��7iX 0._J- ORE-OkCNI ("IZZIank"' is
pal, Ji ) and
hereby amended as follows:
Section 17. MUNICIPALITY'S PURCHASE OPTION, shall read:
"The Bank hereby grants unto the Municipality the option to purchase the Equipment,
said option to be exercisable at the times, i� the' manner and for the price set forth in this
Section 17. 'ne Municipality may exercise such purchase option at any time prior to the
expiration or termination of this &ntract by giving not less than 3 )0 day's written notice to
the Bank of the exercise of such option, which notice shall specify the date upon which the
Equipment shall be purchased (which date shall not be lLer 'than the Expiration Date
SDe__,_ed In her-cf). 711 -ie purchasa- �,ricz of Equip ment shall be an amount
equal to (i) all unpaid Principal Installments; plus (ii) acc-,Ued and unpaid interest thereon
at the then applicable Interest Rate to the date of purchase; plus (iii) either: (A) in the
event such purchase option is exercised at the end of the lease term, the amount of $1.00,
or (B) in the event such purchase option is exercised prior the Expiration Date specified
in Section 2 hereof, the amount as follows: 2% of the Principal balance outstanding if
terminated in year one of the lease; and 1% of the Principal balance outstanding if
terminated in year two of the lease. Upon the payment of such purchase price, the Bank
shall deliver to the Municipality a bill of sale and certificate of title conveying title to the
Equipment to the Municipality, subject to such liens, encumbrances and charges as may
have come into existence during the term of this Contract (other than any lien,
encumbrances or charges resulting from any affirmative act of the Bank). THE
PURCHASE OF THE EQUIPMENT BY THE MUNICIPALITY SHALL BE "AS IS"
WITHOUT WARR.ANTY OF ANY KIND FROMT1HE BANK, INCLUDING BUT NOT
LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE."
DESCHUTES COUNTY
R D NW*12010" - -
FREA zm/
Title:_Chairman
Date: Decemb,er -16, -1992
FIRST INTERSTATE BANK OF
OREGON
By: , . ZI LV_ Z-_, - - - -'
Title: Municipal Leasing Officer
Date: Decerrber 30. 1992
EXHIBIT A
DESCRIPTION OF EQUIPMENT
Item:
One (1) 1992 Caterpillar 14G Motor Grader
including peripherals.
0,-7� 20 0-050611
Serial Number or
ldentifvina Mark:
096UO8902
Installment
No. Payment Date:
12-30-92
12-30-93
12-30-94
EXHLB -ITS
SCHEDULE OF LEASE -PURCHASE PAYMENTS
Total
Due:
$65,446.95
65,446.95
65,446.95
�196,340.85
Interest
Installment:*
$ -0-
7,744.33
3,994.31
$11,733.64
0' "O-OrQ
Principal
Installment:
$65,446.95
57,702.62
61,452.43
$184,602.00
* Each Interest Installment is subject to adjustment pursuant to Sections 4(b) and 4(c) of the Contract.
INDEMNITY
Should Lessee elect to insure itself for purposes of liability insurance through the County's
Insurance Fund, Lessee agrees, in consideraton of Bank's leasing property described in
Schedule A to Lessee, to save, protect, and hold harmless Bank, its successors, and assigns
from any and all expenses and reasonable attorney fees incurred or paid by Bank with or
without any suit or action in protecting its rights as against any third party upon or under
this lease, including but not limited to any and all claims, lawful or unlawful, which may
arise upon or under this lease up to and including the following limits:
$1,000,000 Bodily Injury and Property Damage
Combined Single Limit
DESCHUTES�OUNTY FIRST INTERSTATE BANK
OF OREGON
M
Iiy lk&
Ti le: NANCY
By:
Tit'
By:
ner Title: Municival Leasinvy Officer
Ji
N. COMM11sioner
LETTER OF ACCEPTANCE OF EQUIPMENT
AND APPROVAL OF DISBURSEMENT 0,7_ 9-0ET4
Decenber 16 - '19 92
First Interstate Bank of Oregon, N. A.
Equipment Leasing Department
P. 0. Box Box 3131
Portland, OR 97208
RE: Lease -Purchase Contract dated December 16. 1992, between
First Interstate Bank of Oregon, "Bank", and Deschutes CountY "Municipal4"
The undersigned Municipality under the above described Contract has received the equipment described in purchase
order or invoice No. ---- dated December 1 —.19 92 , from
Pape Bros., Inc. . Municipality has inspected and approved the equipment and finds that
equipment is of the size, design, capacity and manufacture selected by Municipality. Municipality's inspection has
disclosed no defects or objections to the type or condition of the equipment.
Municipality also understands that Bank is not responsible for any guarantees or warranties expressed in the specifi-
cations or purchase contract.
Municipaiity requests that Bank process payment cf the invoice of $ 184. 602 - 00 to vendor.
Sincerely,
Deschutes County
MUNICIPALITY
By:
TitIVV6'1A-fi'id'Zn DICK MAUDLIN
Address of Public Works Dept.
Equipment Location: 61150 SE 27th Street
Bend. CR 97702
#2009D 11-88
I
FRAT'
CA
PAPEN'BROS.9
INC.
/ D E S C R
I P T 1 0 N
----------------- I -------------------------------------------------------------------
8V2516
149 MOTOR GRADER
MACHME
MY09CE
REMIT TO: P.O. BOX 407 EUGENE, OR 97440
LITES,BAR
2GS160
c� Ewy Eu9Z E.9—LftT—k Kl.hF�
1525W� 2300� 23WH�W- 1434 S..h
s—ms— 503A� 503A— ..0 S�
5a3,267-2101 1342-1234 168a3252 5031OB2 2-344
~_4 Rd�
26WSddW 836 No�
P� 5"os�
5Mi773-7514 03t923-2175
go
8WE677
7IRST I14TERSTATE BANK 1003609
ATTN ELLEN
F.D. Box 3121
PORTLAND, OR 97208
D E S C R I P T 1 0 N
CASH SALE
ONE (1) NEW CATERPILLAR 14G MOTOR GRADER
SERIAL NUMBER- 096UCSSOE
MD 3037 S
INVOICE DATE- 12/18/92
CUST ORDER*-DESCHUTE-c C?
SHIP -PUBLIC WRK 12/15/91
SHIP TO- FIRST INTERSTATE BANK
ATTN ELLEN
P.O. BOX :31:31
PORTLAND, OR _---_9 7 2 0 f
AMOUNT
184, 602 � 00
SEQ- 0 MAKE -CT MODEL -14C
A R
R A N 0 E M E N T S
/ D E S C R
I P T 1 0 N
----------------- I -------------------------------------------------------------------
8V2516
149 MOTOR GRADER
8W6810
WORK LITES,CNTR & RR
SU6800
LITES,BAR
2GS160
TRANSMISSION GUARD
OW2097
HEATER,CAB W/PRESSUR
8WE677
RR WIPER,LOW PROFILE
OW2603
FRT WDOW DEFROST FAN
6GS660
RR WDOW DEFROST, FAN
9D3260
PUSH PLATE,FRT MOUNT
BW6840
VANDALISM PROTECTION
4N3586
ENG.COOLANT HEATER
8WE499
HYD.SYST RIP/SCARIF
8X5305
CIRCL DR SLIP CLUTCH
SW:3344
BLADE LIFT ACCUMULAT
6GS655
CAD MNT.WARNIMG LITE
JJ0?07
14 RIPPER
OPS033
GOODYEAR TIRES
4EW WARRANTY: STANDARD MANUFACTURER'S
WARRANTY
;s WARRANTY; 60M/7500HR GOVERNMENTAL
VALUE ASSURANCE PO VERTRAIN
SETTLEMENT METHOD: DATE- l2j3O/92 194,602-00
SUBTOTAL
INQUIRIES CONTACT,,
,ENT S -EVENS
REDMOND -------------
(503) 923-217S MET AMOUNT DUE 184,602.00
f
CA SELLER'S PERMIT SS OH 30 604084
WA REGISTRATION NO. C409-19360
ASSIGNMENT
DESCHUIES 001= , ("Assignor"),
a municipal corporation, for value, hereby sells, assigns, transfers and sets over to First Interstate Bank of Oregon, N,
A., all of the Assignor's rights in that certain invoice for purchase of:
One 1992 Caterpillar 14G rvbtor Grader w/peripherals as described on the attached purchase
order.
Said invoice or purchase order dated Decenber 1, 1992
between Assignor and PAPE BROS., INC.
a substantial copy of which is marked "Exhibit A" and annexed hereto.
Title Chairman DICK MAUDLIN
EM
up
NEW/
W
L
5,2,* 1 iig
imstructions: T
-$ Iti 4-Aowl -0-P.
PURCHASER'S ORDER
Fvrchasiir: >111_11�tyzw
Address, 1,51M5_11 55C Store &&WV14�
City & State se.Me Z!pMZ
SAL11 44f, Alevi ��t'lkw 1#6
MT Oescriptiont -
gi4l AtJj 4M_Agr��.
0 A- A f —.4
t,2
Description;
low"
W M=
W
Purchase price of equipment Le;Z
Aboye price is vallid until IZ-31 19-TiL, After this date, an -f Price imcrOOGIR l:Y FCP
SAL71 Bros., Inc.'s suppliers shall be added to the above purchase price.
YCIUMI 01� ?TQd*
Above price, Is valid until and only im the coriditiom as appraised, svble
to morrmai wear anti tear.
Less aMount Owing on trade S 7777 �� (Lion, 01c.) tienhoicier
Balance due 11 /0% 609to- 0 Certified Buy
Type Warramly- Now (with rramufaciurarli full warranty) * f -I Bonde4d guy 7, Surety guy
7 Strieiy As -is 2! Ot'her (Attach Details) 64 4��A- IWO)60" L42�
- 47
Rental Rate per—
amth hours/rnanth
13 11
Mimirmyrn R*Mtal Perlcd_�:�
If V50 exceeds Urs per rental rate shall Increase on a pro rato basis.
ed U Is
1with acturer's full warranty) mide�d Buy Surely BUY 7 Certified BUY
Type Warrantys L7 Now (wit art 1.._1
v (w Deta
C:1 As -I fie)
I trictly As -is C7, Other wtac� DetatT
Balance dj* 3 Cash with Order Con-irmentsi
ta,08 paici. 60�Z.VQ %Icsh am oellvery 7' L v) o
Financed
775
Cash with Order Note- All Rentab Payable
:REN E Cash an Delivery in Advance.
Purchoser's Requests Canc*frlimg Fincincfal Terrnj:_� This spact for us* of Pope' Oros., Inc. Credi . t .
Department Onlyt
Interest Rate—%
Type of Interest -.6— � . �
Pvrchcs'*r`S'Ir4urcimc* Aseritt FInance, Purlad —Manth(3)
Approximcia Monthly Payments
M othime to be dellyared _L2,--MG-� 19_1G2_T-o,&ao;t _Uagoa via
Trcde to be deliver#6
$to reverse lids for additional terms cinc: conamans. inis agrCer"4111F, 111UTWV1.1W
ctntoins the entire undervcndimg of the 00rtios, and shall not be maclified except In wrITIM9 sigm" by the pcirties hersio.-
PURCHASER
PAPS'&RCIS, INC. til&
gxeA!! gmAmt= Title*- 1_ _ 7 -
BY; By, Title -
Date 1__r 194Z 19A2
Am �
SAMPLE QUALIFICATION STATEMENT
DEsa=s 00UNN (the "Municipality")
designates that its obligation with First Interstate Bank of Oregon, N.A. under the Lease Purchase Contract dated as of -IV 16/92
and adopted by Resolution No. 92-059r
[inserttitle or numberof resolution orotherorderof the municipality which authorizesthese obligations] are"qu.alified tax-exempt obligations"
as described in Section 265(b) (3) of the Internal Revenue Code of 1986.
The Municipality represents that it reasonably anticipates it will not issue tax-exempt obligations in excess of $10,000,000 in the
aggregate for the— 1992 calendar year.
The Municipality certifies that the property to be acquired pursuant to the lease agreement described above is to be used solely
by the Municipality for essential public purposes, and the Municipality will do nothing which would cause the interest component of the lease
payments to be includable in the gross income of the Bank for federal income tax purposes or which would cause the leased property to lose
its exemption from State of Oregon property taxes.
The Municipality further agrees to comply with any transaction reporting requirements which may be mandated by the Internal
Revenue Service or by other agencies of the United States of America or of the state, county or city in which the Municipality is located.
[name of municipality]
DESCHUIES CO=
BY 'Od-41
T 9 ChaiTman DICK Y-AdDLIN
Date &2 - /& -'? a�
#2009C 11-88
NON -ARBITRAGE CERTIFICATE ". f'� 0 C9
0_1 " 0 - 0 1150
WHEREAS, the DESCH=S COUNN [give name of municipality] (the
"Municipality") pursuant to a resolution duly adopted by the governing body of the Municipality onDpe - 16, 1992 , has authorized the
execution and delivery of a certain Lease Purchase Contract dated Dec. 16. 1992 (the "Contract") between the
Municipality, as lessee/purchaser, and First Interstate Bank of Oregon, N.A., as lessor/vendor (the "Bank"), providing for the lease, with the
option to purchase, by the Municipality from the Bank of the Equipment (as defined in the Contract); and
WHEREAS, the Bank will acquire the Equipment and lease the Equipment (with an option to purchase) to the Municipality in considera-
tion of the installment payments to be made by the Municipality under the Contract;
NOW, THEREFORE, the undersigned, being the Onni rnign, Boarci of Comissioners [give title of chief financial officer of
the Municipality] of the Municipality, and being one of the officers responsible for and in charge of the financing contemplated by the Contract,
does hereby certify that I have made due inquiry with respect to and am fully informed as to the matters set out in this certificate, and that the
following are the reasonable expectations of the Municipality with respect to the Contract as of the date hereof;
1. The principal purchase price of the Equipment, as provided under the Contract, is $ 184, 602 . 00 The Municipality shall
make an initial payment in the amount of 65,446.95 against the principal purchase price of the Equipment. The
balance of the principal purchase price of the Equipment, i.e., the sum of $ 119 , 155 . 05 shall be payable in installments
together with interest thereon, all as provided in the Contract.
2. The Municipality will not receive any funds which constitute, or which may be deemed to constitute, proceeds derived from the
Contract, and thus no such proceeds will be invested by or for the benefit of the Municipality during any period of time.
3. The Contract constitutes a substantial binding commitment of the Municipality to acquire the Equipment and the Equipment will be
acquired by the Municipality as of the date of the Contract. All spendable proceeds of the Contract will be fully expended as of the date of the
Contract.
4. The Municipality has not created or established any debt service fund, reserve or replacement fund, sinking fund or other similar fund
with respect to the installment payments payable for the Municipality under the Contract. All installment payments owing under the Contract
will be paid when due out of the general funds of the Municipality appropriated from time to time for such purpose. However, the Municipality
may in the future establish a debt service fund with respect to the amounts owing under the Contract. If the Municipality does in the future
establish such a debt service fund, the Municipality covenants, agrees, represents and warrants that:
(a) moneys deposited in such debt service fund will be used to pay the amounts owing under the Contract and no funds, other than
the moneys in such debt service fund, are expected to be used to pay the amounts owing under the Contract.
(b) such debt service fund will be established primarily to achieve a proper matching of revenues and debt service within each
Contract year and will be depleted at least once each year except for a reasonable carryover amount not to exceed the greater of one year's
earnings on such debt service fund or one -twelfth of annual Contract debt service; and
(c) any money deposited in such debt service fund will be spent within a 13 -month period beginning on the date of deposit and any
amount received from investment of moneys held in such debt service fund will be spent within a one-year period beginning on the date of
receipt.
5. The Municipality expects that the gross proceeds (as defined in Section 148(f) (6) (B) of the Internal Revenue Code of 1986, as
amended (the "Code"), but not including any gross proceeds held in a bona fide debt service fund) will be fully expended for the governmental
purpose for which the obligation under the Contract was incurred as of the date of the Contract or within six months of the date the obligation
was incurred. Therefore, the Municipality anticipates that in connection with the obligation under the Contract, it will not be necessary to
rebate to the United States the amounts (if any) otherwise required to be so rebated pursuant to Section 148 (f) (2) of the Code, an exception
from such rebate requirement being available in this case pursuant to Section 148 (f) (4) (i) of the Code for a bona fide debt service. How-
ever, if for any reason the obligation under the Contract becomes subject to said rebate requirement, the Municipality covenants with the
holder of the obligation under the Contract to take all actions necessary to comply with said rebate requirement."
6. The Commissioner of the Internal Revenue has not disqualified the Municipality pursuant to the Code, pursuant to Treasury Regula-
tion 1.103-13 (a) (2) (iv), or pursuant to any amendments thereof.
_t_ t"o
On the basis of the foregoing, it is not expected that the proceeds of the Contract will be used in a manner that would cause the
Contract to be an arbitrage bond under the Tax Reform Act of 1986 or under Section 103(c) of the Internal Revenue Code of 1954 as
amended and the regulations promulgated thereunder. To the best of my knowledge and belief there are no other facts, estimates or circum-
stances that would materially change the foregoing conclusion, and I hereby certify that the Municipality's expectations as set forth herein are
reasonable.
It is intended that this Non -Arbitrage Certificate meets the requirements of Sections 1.103-13, 1.103-14 and 1.103-15 of the Regula-
tions of the United States Treasury and Section 148 of the Code and the terms used herein shall be construed consistently therewith.
/7
TI
DICK MAUDLIN Chairman
Dated: DecemBer 16, _ 19 92
#2009B 11-88